Board, officers & reserved powers charter
Separates oversight, execution and decisions that cannot be casually delegated.
Board role
The board sets lawful strategy, supervises risk, approves budgets and material public positions, oversees the chief executive function and protects organizational independence. Directors ask for sufficient evidence and record dissent where material.
Reserved matters
Articles and bylaw changes, appointment or removal of directors and senior officers, annual budget, borrowing, material contracts, litigation, banking authority, ownership of intellectual property, major partnerships, data incidents and dissolution remain with the board plus any approval required by statute.
Officer accountability
Each officer receives a written mandate, financial limit, reporting line, term and performance review. Access ends promptly when the appointment ends. Officers provide complete records to successors and may not withhold organizational accounts or work product.
Emergency decisions
Urgency does not create unlimited authority. An emergency decision must be necessary, proportionate, time-limited, documented immediately and presented to the board for ratification or reversal at the earliest meeting.