It is probably impossible to find a board member who will never have a conflict of interest. An active board member often has numerous professional and personal affiliations and, undoubtedly, some of them cross paths with your organization. He or she may have been chosen as a board member partly because of these associations or the contacts they might provide.However, if these associations develop into a conflict of interest and become a major obstacle to fulfilling the duty of loyalty — one of[…]

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There are many ways to structure the evaluation of an executive director. Often the board delegates the job to a subcommittee of the board (e.g. executive team), although the whole board should have an opportunity for input. To begin the process, the board and executive director should agree on the timing and form of the evaluation prior to the start of the evaluation period. The evaluation should be based on predetermined criteria, including the executive's job description and personal goals,[…]

In Maryland, nonprofits are private entities and generally are not required to hold “open meetings” unless they were created by governmental action or unless the organization has been required to do so by a governmental entity that funds the organization. However, receiving government funding does not normally require “open meetings.”According to the Open Meeting Acts Manual, published by the Maryland Attorney General’s office, the first step for anyone challenging a closed meeting is to[…]

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[…]