1. Steps to Take
a. Obtain a copy of the bylaws and follow its rules.
b. Obtain a copy of any policy of the board empowering action and stay within the authority delegated.
c. With respect to meetings of directors or a committee: (i) make sure proper notice was given at the time required by law and the bylaws; (ii) make sure a quorum is present; (iii) make sure written minutes are prepared and filed which describe the actions taken and records the votes accurately.
d. Make sure statutorily required officer positions are filled (president, chief financial officer and secretary).
e. Make sure the annual report of the corporation to members is prepared and disseminated as required.
f. Make sure all reports, certificates, financial statements, public notices or documents, and books and records of the corporation are accurate and complete.
g. Allow members to inspect books and records to the extent authorized by law.
h. Define in writing, the authority of officers and employees to bind the corporation as to important matters, such as contracts, writing checks, filing documents with government agencies and similar items.
i. Delegate authority to persons you believe competent in the area, and in this respect:
(i) define specific tasks;
(ii) set time tables;
(iii) require written reports.
j. Disclose your personal interests with respect to any corporate transaction or matter.
k. Do not permit any loan or guaranty of a loan to a director or officer except pursuant to a formal employee benefit plan adopted by the board of directors.
l. Make sure the corporation is withholding and remitting income and other employment taxes and otherwise is complying with the tax laws.
m. Make sure any political activity of any kind is cleared by the board of directors.
n. Make sure the corporation complies with its obligations under law and contract.
o. Do not misuse insider information.
p. Do not permit the corporation to libel or slander other persons.
q. Do not permit the corporation to pay bribes or make other illegal payments.
r. Make sure corporate assets are not wasted.
s. Investigate thoroughly any transaction between the corporation and a director, officer or affiliated entity.