Governance rules - Topics

Why do policies get reversed so often and what does that do to public trust? What is the point of a delegation of authority matrix? Can a board chair cast a deciding vote when the vote is tied? What happens when a board votes against the recommendation of its own chair? Does a matrix structure with two bosses actually work or just create fights? Do committee recommendations bind the full board or merely advise it? Why do associations stall when their bylaws have no way to remove a director? Who has the power to amend the bylaws and how much notice must they give? How does a policy survive a change of government instead of being quietly dropped? Is an ordinance passed by referendum harder to repeal than one passed by council? What is the difference between bylaws and a shareholders agreement when they conflict? How many members must be present before a vote is valid? Can a company's bylaws override a deal shareholders signed separately? Do independent regulators stay independent of the ministries that appointed them? Who has the authority to call an emergency board meeting and on what notice? How is a nonprofit board held accountable when there are no shareholders to answer to? Are board minutes legally binding evidence of what was actually decided? How do you break a deadlock on a board split exactly down the middle? Can the chair decide who speaks and for how long? Does a motion die if the meeting loses quorum halfway through the vote? Why does a motion need a second before anyone is allowed to discuss it? How many layers of management can a company add before decisions stop happening? What does an independent director actually do besides attend meetings? Why do some audit committees meet the external auditors without management in the room? What makes a bylaw unenforceable even when every member voted for it? Can a director be removed for missing three meetings in a row? What is the point of a conflict-of-interest declaration before every board vote? When should a failing policy be scrapped rather than tweaked again? Why do governance codes insist on separating the chair from the chief executive? Who actually sits on the committee that writes an industry standard?