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The Resolutions That Outlive the Board

Should a board have a policy manual? Yes, but not the sprawling binder consultants imagine. The board policy manual is a short record of the resolutions that outlast a director's term, so a board that has completely turned over still knows what it decided.

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The Boardroom Challenge“Boards are told to keep a 'policy manual' listing every organizational policy, a heavy binder no one uses, while the resolutions that actually bind the organization for decades are buried in old minutes no one will ever re-read.”

Should a board keep a policy manual? The short answer is yes, but probably not the document management consultants have in mind.

What a Board Policy Manual Is Not

A common piece of advice tells boards to maintain a "policy manual" that gathers every policy of the organization. That is a little heavy-handed, and the label misleads. There is nothing about a rule on, say, whether an employee with a DUI conviction may drive a company car that belongs to "the board." The person who needs that answer is the employee or their supervisor, and the logical place to find it is an employee handbook. Collecting an organization's policies in one place can be useful, but calling that collection a "board policy manual" adds nothing.

What a Board Policy Manual Is

There is, however, a document most organizations genuinely should keep, and it is hard to name it anything better than the board policy manual. For most organizations it will not even run five pages. It contains, copied over from the minutes, any resolution passed by the board that cannot necessarily be fulfilled within about three years.

Why three years? Because that is the typical term for a director. Over three years a board can turn over completely, so that no one now serving recalls a policy adopted before their time. If the board decided something that may still bind the organization after three years, that decision should live in a resource the current board can actually consult. The board is free to reverse it at any time, it simply passes a resolution to that effect, but until it does, the decision still governs.

This is also a valuable onboarding tool. A new director can grasp the essence of the last three years by reading the last three years of minutes. What no one can reasonably do is read every set of minutes back to the founding. And yet a resolution passed generations ago, never reversed, still binds the staff.

A Resolution Is Binding Until It Is Not

Consider a donor who, after making a gift, asks the board for a favor with nothing given in return: "I cannot stand my sister, who also gives to you. Nothing would bother me more than for you to name a building or program after her. Would the board simply resolve never to do that?" (Note that this is not a restricted gift, just a resolution the board chose to adopt.) That resolution binds in perpetuity unless the board changes its mind. Fifty years later, staff who name a room after the sister are violating board policy, even if no one alive remembers why.

Removing What No Longer Matters

Entries can also be removed when they simply lose relevance, not reversed, just retired. Suppose a visitor once saved a choking person in the school cafeteria, and a grateful board resolved that this person could have a free cup of coffee whenever they visited. For years a volunteer redeemed it, coffee and often a bagel besides. When that person dies twenty years later, the resolution is no longer relevant, and the manual's keeper can remove it, not because the board reversed it, but because its usefulness is gone.

Everything else the board approves for the organization can live, just as comfortably, in an employee handbook.

Educational Disclaimer: This article is published for general training purposes. It is not legal counsel and does not establish an attorney-client relationship.