Michael Peregrine
speaker
854 appearances
3 recordings
1 series
first heard Jun 2026
last heard 4 Aug
Michael Peregrine’s voice in public audio — every appearance, attributed to the second.
Trend
recordings per month · last 12 monthsRecordings per month over the last 12 months — 3 in all, peaking in Aug 2026 with 1.
Appearances
Well, I think, Rob, we start where governance lawyers usually start with.
What does the state corporate law provide, and what do our bylaws provide?
In most states, there's really not a lot of difference in the way the business corporation statutes provide for committees and the way the not-for-profit corporation law does.
There's a core similarity between both.
You've got the basic authorization of the board to create standing and special committees.
You've got the connection to the bylaw provisions.
You've got the identification of tasks that are prohibited.
from being conducted by the executive committee, and the minimum size and composition of committees.
Those are the kinds of things that most state statutes speak to about committees, but it's always best to go back and make sure that that's it, that you're familiar with the statute.
And then does it link up with the bylaws?
I wish I had a nickel for every time I had a client say, I'm picking up the bylaws and it doesn't match what the statute says.
You know, and that happens over time.
because it's not one of the high profile items to have a review of the bylaws and to make sure that they're consistent with state law.
I would also note though for our listeners that in some states where you've got a very active state attorney general or secretary of state, there's often on their website guidance to boards on corporate governance, including information on how the state views the role and function of specific key committees.
The New York State Attorney General's Charities Bureau website is a good example.
There are others, but it's in terms of what do we want to check?
It's not just the statute, but I think, again, it's the AG's website and the Secretary of State's website, just to get a background of what the law says in all this.
Well, I think, because I get often the same question, what are the core committee's
that we need to have, and I do think that it goes back to a basic understanding of what committee service is all about.
It would be rare to find the answer to your question in the state corporation statutes, but sometimes you get guidance from accreditation standards, the governance principles that are out there, or even in regulatory guidelines, especially with respect to audit and finance and compliance, and increasingly technology-oriented committees.
Showing 41–60 of 854 · page 3 of 43
← Previous
Next →