Are nonprofit boards democratic?

Assuming the governing documents of a particular nonprofit organization do not alter the law (which is possible), each member of a nonprofit organization’s board of directors has one vote. Standard board practice is generally democratic, with each member having a vote and actions of the board as a governing body being passed or opposed based on majority rule.

Who gets appointed to a nonprofit board?

Contrary to popular thought, volunteer boards tend to be populated with more than just givers; they are also populated with doers.   Remember, the nonprofit sector is not just large legacy nonprofit organizations.  Many organizations are run only by volunteers on a very limited budget.  Because of the size differences, there  are multiple tasks that need to be completed and giving or raising money is only one of them. Board members are more than just check writers; they are ambassadors for the work of the organization, as well as resources to be used to augment the ability of the professional staff.

How are nonprofit board executive committees structured?

Under law, a nonprofit organization is required to have a President or CEO and a Treasurer or CFO. These are called statutory officers. If the nonprofit organization is volunteer run with no professional management, these offices are held by board members.  Most nonprofit organizations, however, field a larger slate of “officers” that include the office of secretary and typically a vice-president. These officers tend to make up an executive committee that is tasked with handling operational and board actions in between board meetings.

How are nonprofit board executive committees populated?

This depends on the governance structure and historic operations of the nonprofit organization. Sometimes the governing documents of a nonprofit organization will lay out a specific leadership track. Most nonprofit organization, however, have a tacit leadership track which is based on peoples’ assumption that the vice-president will succeed the president to the presidency (or the vice-chair will succeed the chair), and likewise with other executive positions.

What should nonprofit board members avoid?

Disclosing Confidential Information

Board members owe a duty of loyalty and a duty of care to the nonprofit organization. While not explicitly stated, these duties include a duty of confidentiality. A board member cannot loyally serve the organization if he or she is publicly disclosing information that he or she receives in their capacity as a board member. A good board chair or board president will regularly remind board members of the duty to keep information discussed in the board room confidential. Regardless of this reminder, board members should assume information is confidential unless it is published or otherwise disclosed.

Opposing a Board Decision Publicly

A board of directors is a body that speaks with a single voice. If an individual board member opposes an action in the board room that is ultimately approved by the majority of the members of the board of directors, then the opposing member is duty bound to respect the act of the board. A board member has a right to have his or her  vote recorded in the record of the meeting, but that does not grant a license to then go outside of the board room and oppose the act. This public opposition is a breach of the duty of loyalty.

What are the legal duties for someone serving on a nonprofit board of directors?

Believe it or not, anyone serving on a nonprofit board has significant legal duties. Failure to fulfill those duties is a “breach of fiduciary duty,” a violation of the law. To learn more, visit nonprofit board of director duties.

What should be the top priority of a nonprofit board of directors?

Nonprofit organizations need to continually remain relevant to stay alive. The competition in the nonprofit sector is fierce. Nonprofit organizations continually compete for hearts, time, and dollars. A nonprofit organization that does not remain relevant to the goals, values, and attitudes of its stakeholders risks extinction. The top priority for a nonprofit board of directors should be to develop a feedback loop within the board room connecting the past, current, and future volunteer and donor bases with one another. This will ensure relevancy.