An important part of both the duty of care and the duty of loyalty is that organizations and their governing boards should speak with one voice or not at all. Directors should presume that this applies to all matters coming before the board for its consideration. An individual director has no authority under applicable law. Instead, authority is vested in directors collectively as they determine by a majority vote at a meeting at which a quorum is present. This does not require unanimity in decisions, but instead requires a recognition that a board speaks only as a board as determined by a majority of its members at meeting in which a quorum is present. Occasionally on matters where it is important to have a single message, a board will speak only through its chairperson or the chairperson’s designee.
A director who dissents has the right to have his or her dissent reflected, with attribution, in the minutes of the meeting and may continue soliciting support for his or her position until the minutes are approved. Thereafter, the director may, subject to any rules of the board, request the board’s reconsideration of the matter. However, the confidentiality obligation that is part of each director’s duty of care requires that the matter remain within the board room, and the director’s ultimate right in any disagreement is to resign