Minutes are business records of the organization. Minutes should be kept of all meetings of the Board of Directors, as well as committee meetings where the committee is making decisions on behalf of the board. Decisions of committees should be brought to the full board in regular reports. Minutes are not official until they have been approved by the Board (or committee) at the next meeting.Board minutes keep all members informed of actions taken and those that need to be taken in the future.[…]

There are a number of reasons for removing a member of the board of directors, including non-attendance at board meetings or committees, being inactive in general, or being so obstructive that he or she keeps the board from functioning effectively. The board should provide for the possibility of removal by addressing it in the bylaws.There are several strategies that can be considered: term limits, personal intervention (preferably by the board chair), or removal by vote of the Board.A sample[…]

Generally speaking, board members should not be compensated for their service as board members. In fact, the voluntary nature of nonprofit boards is one of the important elements of the nonprofit sector in the United States. Less than 1 % of nonprofit organizations across the nation provide compensation to board members for their service as board members.The Standards for Excellence: An Ethics and Accountability Code for the Nonprofit Sector® states, "Board members should serve without[…]

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[…]

l[…]