{"id":579,"date":"2010-09-23T18:18:49","date_gmt":"2010-09-24T01:18:49","guid":{"rendered":"https:\/\/berkonomics.com\/?p=579"},"modified":"2010-09-23T18:18:49","modified_gmt":"2010-09-24T01:18:49","slug":"board-members-should-be-elected-annually","status":"publish","type":"post","link":"https:\/\/berkonomics.com\/?p=579","title":{"rendered":"Board members should be elected annually."},"content":{"rendered":"

No board member should be grandfathered, guaranteed a board seat forever.<\/em><\/strong><\/p>\n

Practically speaking, this is an impossible goal.\u00a0 We have investigated the restrictions imposed by investment documents and the obvious need to keep continuity on the board with the retention of the CEO position at the very least.\u00a0 But it would be the best of form to require in the bylaws of a corporation that all seats are re-elected annually.<\/p>\n

For non-profits, this allows for the creation of a board development committee to find and recruit outstanding new board members and find ways to unseat those who are no longer contributing or even attending board meetings.\u00a0 Such a policy further reinforces the duty of care for the corporation by its board.\u00a0 Unseated board members with longevity and a history of participation can be invited to become \u201cemeriti\u201d members of the board with observation rights but no vote.<\/p>\n

Although not required by all corporate bylaws, all companies should hold and document an annual shareholder meeting in which the shareholders are notified at least 20 days in advance and given the right to submit a proxy vote for their choice of officers and for any other issues that will come to a vote, including expansion of the stock option plan to include more available shares.<\/p>\n

The bottom line is that good corporate governance calls for a skill set within the board that is not often present, but for protection of the members and the corporation itself, necessary.<\/p>\n","protected":false},"excerpt":{"rendered":"

No board member should be grandfathered, guaranteed a board seat forever. Practically speaking, this is an impossible goal.\u00a0 We have investigated the restrictions imposed by investment documents and the obvious need to keep continuity on the board with the retention … Continue reading →<\/span><\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"om_disable_all_campaigns":false,"_exactmetrics_skip_tracking":false,"_exactmetrics_sitenote_active":false,"_exactmetrics_sitenote_note":"","_exactmetrics_sitenote_category":0,"_uf_show_specific_survey":0,"_uf_disable_surveys":false,"footnotes":""},"categories":[8,10],"tags":[],"class_list":["post-579","post","type-post","status-publish","format-standard","hentry","category-depending-upon-others","category-surrounding-yourself-with-talent"],"aioseo_notices":[],"_links":{"self":[{"href":"https:\/\/berkonomics.com\/index.php?rest_route=\/wp\/v2\/posts\/579","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/berkonomics.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/berkonomics.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/berkonomics.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/berkonomics.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=579"}],"version-history":[{"count":0,"href":"https:\/\/berkonomics.com\/index.php?rest_route=\/wp\/v2\/posts\/579\/revisions"}],"wp:attachment":[{"href":"https:\/\/berkonomics.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=579"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/berkonomics.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=579"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/berkonomics.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=579"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}