Proxy Voting:NO, board members (“directors”), who owe a fiduciary obligation to the legal entity, may not vote by proxy in Maryland. Maryland Code Section 2-408, “Action by Directors,” states that action by directors must be completed by "directors present at a meeting.”  Maryland code does allow for members (such as members of an association), to vote by proxy at general membership meetings.Conference Call:YES, in Maryland, boards may meet via conference call, and individual board members may[…]

The board member selection process is often headed by the Nominating Committee or Board Development Committee, also called the Governance Committee. The board chairperson and Executive Director should also be closely involved.As a first step in the selection process, a board should evaluate the skills, expertise, and demographic backgrounds of current board members to determine what characteristics they are lacking and would be looking for in future members. The board should also consider[…]

Having a sufficient number of board members to fulfill the board's responsibilities, foster a viable organization, get through the federal approval process, and attract funding from foundations is important.Nationally, the average board has 17 members. Maryland Nonprofits' Standards for Excellence® code recommends that boards have at least 5 independent members and states that 7 independent members are preferable.A small board can create several problems: There may not be enough people on a[…]

Nonprofits depend upon effective leadership to successfully enact their missions and programs. Effective leadership consists of a partnership between the board and management, each of which plays an essential role. Understanding and negotiating these shared and complex elements of leadership is essential to the organization’s success. A nonprofit’s employees and volunteers are fundamental to its ability to achieve its mission.Board members are in a position of trust to ensure that resources are[…]

Nonprofits engaging in strategic partnerships and formal alliances with other organizations should do so within the context of a board-approved policy outlining the goals and parameters of such partnerships. Depending on the type of strategic partnership, nonprofits should ensure that proper due diligence has been followed and that agreements, memoranda of understanding, or similar documentation have been thoughtfully reviewed and considered.As the number of nonprofit organizations in the United[…]

A nonprofit should engage in organizational evaluation to ensure that all financial resources and human capital are being used toward fulfilling its mission. Defined, cost-effective procedures must be used for evaluating, both qualitatively and quantitatively, programs and projects in relation to mission. These procedures should address programmatic efficiency and effectiveness, outcomes for program participants, and the relationship of these outcomes to the cost of achieving them.Evaluations[…]

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Nonprofits should engage in ongoing long and short-term strategic planning activities as necessary to determine the mission of the organization, to define specific goals and objectives related to the mission, and to evaluate the success of the organization’s programs toward achieving the mission.A nonprofit should periodically revisit its mission (i.e., at a minimum every 5 years) to determine whether the need for its programs or services continues to exist. In light of societal changes and[…]

A nonprofit should engage in organizational evaluation to ensure that all financial resources and human capital are being used toward fulfilling its mission.Defined, cost-effective procedures must be used for evaluating, both qualitatively and quantitatively, programs and projects in relation to mission. These procedures should address programmatic efficiency and effectiveness, outcomes for program participants, and the relationship of these outcomes to the cost of achieving them. Evaluations[…]

A nonprofit should engage in organizational evaluation to ensure that all financial resources and human capital are being used toward fulfilling its mission.Defined, cost-effective procedures must be used for evaluating, both qualitatively and quantitatively, programs and projects in relation to mission. These procedures should address programmatic efficiency and effectiveness, outcomes for program participants, and the relationship of these outcomes to the cost of achieving them. Evaluations[…]