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Governance Intelligence™ Glossary
Governance 101 for Booster & Nonprofit Boards
If you’ve ever sat in a board meeting and heard words like “quorum,” “fiduciary,” or “MOU” and thought, “I should probably know what that means…” — you’re not alone.
Governance literacy is the missing layer in most small nonprofit boards.
This glossary exists to fix that.
These aren’t just definitions. These are operational guardrails that protect kids, programs, and the adults who serve them.
1️⃣ Bylaws
Plain English:
The legally binding rulebook of your organization. It defines structure, authority, roles, voting procedures, and governance boundaries.
Why It Matters:
Without bylaws, decisions are emotional and inconsistent. With bylaws, decisions are procedural and defensible.
Common Mistake:
“We’ve always done it this way” overriding written bylaws.
2️⃣ Memorandum of Understanding (MOU)
Plain English:
A written agreement outlining roles, responsibilities, and authority between two parties — often a booster and a school or district.
Why It Matters:
It defines who controls money, approves expenses, and owns assets.
Common Mistake:
Operating without one and assuming alignment.
3️⃣ Quorum
Plain English:
The minimum number of voting board members required to legally conduct official business.
Why It Matters:
No quorum = no valid vote.
Common Mistake:
Counting absentee votes via text or social media.
4️⃣ Fiduciary Duty
Plain English:
The legal obligation board members have to act in the best interest of the organization — not themselves or individual programs.
Includes:
• Duty of Care
• Duty of Loyalty
• Duty of Obedience
Common Mistake:
“I’m just a volunteer” mentality.
5️⃣ Conflict of Interest
Plain English:
A situation where a board member’s personal, financial, or relational interest could influence their decision-making.
Common Mistake:
Thinking disclosure equals removal — or worse, not disclosing.
6️⃣ 501(c)(3)
Plain English:
A federal tax-exempt classification for nonprofit organizations.
Common Mistake:
Assuming it makes you part of the school.
7️⃣ Governance vs. Management
Plain English:
Governance sets policy and oversight.
Management executes operations.
Booster Application:
Board sets guardrails. Director runs program.
8️⃣ Executive Session
Plain English:
A closed board discussion used for sensitive matters (legal, personnel, disciplinary).
Common Mistake:
Using it to avoid transparency.
9️⃣ Voting Member
Plain English:
An individual granted formal voting rights under the bylaws.
Common Mistake:
Letting non-voting attendees influence decisions.
🔟 Treasurer’s Report
Plain English:
A formal financial statement presented to the board outlining income, expenses, and account balances.
Common Mistake:
Verbal summaries with no documentation.
1️⃣1️⃣ Budget Adoption
Plain English:
The formal board vote approving the annual financial plan.
Common Mistake:
Spending before adopting.
1️⃣2️⃣ Standing Committee
Plain English:
A permanent committee established by bylaws to oversee ongoing functions.
1️⃣3️⃣ Ad Hoc Committee
Plain English:
A temporary committee formed for a specific task.
1️⃣4️⃣ Indemnification
Plain English:
Legal protection for board members acting within their authority.
1️⃣5️⃣ Minutes
Plain English:
The official written record of board actions — not a transcript.
Common Mistake:
Recording debates instead of motions and votes.
Why Governance Literacy Matters
Most booster board conflict isn’t about bad people.
It’s about unclear language, undefined authority, and inconsistent process.
Governance literacy protects:
• Students and their programs
• Volunteer leaders
• Financial integrity
• School relationships
• Long-term program stability
This glossary is the foundation.
The real work begins when literacy becomes practice.
Where to Go Next
If you're new to board leadership:
→ Start with the Governance Basics Information Hub
If you're reviewing your bylaws:
→ Join the Beta Testing Cohort and visit the Bylaws Architect
If you're navigating conflict:
→ Visit the Conflict Cooler™
If you want structured board support:
→ Learn About the Governance Intelligence Institute (GII) - Coming Soon
Stay in the Conversation
Governance literacy isn’t learned in one meeting.
Each week, we aim to publish one of the following:
• Governance 101 breakdowns
• Real-world booster scenarios
• Board-level case studies
• Governance Intelligence™ tools
If you want steady clarity — not drama — join us.
