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Hierarchy of Board Documents

Hierarchy of Board Documents

AGB recently released Legal Primer for Board Operations, designed to provide concise legal information on a variety of topics pertinent to the work of board professionals, legal counsels, board chairs, and the board members whom they serve. Excerpted and adapted below is a part of the discussion on the hierarchy of board documents.

While the board bears responsibility for the highest level of corporate policy and procedure, the administration and other groups (such as the faculty senate or other faculty governance body) have responsibility for other institution-wide documents such as faculty and student handbooks and campus senate directives. All parties, including the board, should be aware of the general hierarchy of importance of these documents:

Articles of incorporation, a state charter, or a constitution establishes the institution.

Bylaws establish the governance structure. They are the most important documents in the board’s legal portfolio, but typically do not anticipate every decision, situation, or action.

Resolutions/board declarations describe an action to be taken or a principle to be adopted. They should include only the highest-level board policies—not overly detailed procedures or restrictions.

Policies, rules, and regulations serve as broad parameters and operating guidelines at various levels to prescribe day-to-day operations. Policies, rules, and regulations are usually adopted with some degree of formality and are usually codified in an easy-to-access format on the institution’s website or other accessible location. These include conflict-of-interest and gift-acceptance policies.

Operating procedures define how things actually get done and how those people responsible for their implementation should handle them. (Separating what gets done from how it gets done can be difficult, so there may be blurry lines between policies and procedures.)

The Legal Primer for Board Operations, covers topics such as legal, professional, and ethical obligations of board members; risk oversight and legal concerns; potential legal proceedings and insurance; and crisis managements and communication with the board. Learn more and purchase your copy here.
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