For a nonprofit organization to succeed, it must have a high functioning Board. While management deals with the day to day operations (planning, organizing and executing the organization’s programs), the Board of Directors provides oversight over the organization’s management, finances, mission, and strategic goals.
All Boards make recruiting mistakes. They carefully vet and enthusiastically elect a new Board member. They hold an orientation, provide […]
A nonprofit’s board of directors is legally responsible for exercising the care an ordinarily prudent person in a like position would exercise in overseeing the organization’s operations. This includes the organization’s finances and legal compliance.
At times, issues will give rise to spirited debate among Board Members who each possess valuable yet different skill sets and different points of view. The Chair should make efforts to mediate differing opinions and encourage consensus on actions or policies that represent the best aspects of all points of view.
As most nonprofit directors and executives already know, if decision makers do not disclose their conflicts of interest and properly manage them, there is no way to know whose interest they are serving when they make decisions. Directors and trustees of nonprofits have a fiduciary duty of loyalty to make decisions in the organization’s best interest without regard to their own interests or the interests of third parties. Even the most well-meaning individuals can find their decisions clouded by competing interests.
Rubber stamp boards tend to take a hands off approach to their duties and simply approve everything put in front of them by management without actively participating in deliberation and debate. This approach is dangerous for the nonprofit and the directors.
The micro-managing board members show up to their first board meeting and before they have done anything of substance for the organization, they want to revamp the reports, review the nonprofit’s journal entries, question every expense, and critique the Chief Executive’s management style. One might rightly ask whether these activities are adding value. I would argue that nine times out of ten they are not.
If I could point to the one decision my clients almost always end up regretting, it’s the decision to enter into a comprehensive management contract. Some management companies prey on nonprofits, taking control over the nonprofit’s operations and charging unreasonable fees for services of questionable value.
One of the fastest ways to destroy a nonprofit is for board members and staff members to start confusing their roles and stepping on one another’s toes.
While board service can be one of the most rewarding ways to give back, a bad fit or poor performance can lead to a difficult and even potentially costly board service experience.
Whenever nonprofit directors, officers or staff members’ personal interests are impacted by their decision-making on behalf of the nonprofit, conflicts of interest can arise. All nonprofits encounter conflicts and all nonprofits need to understand effective conflict management.
n the context of a nonprofit corporation, a quorum is the number of board members that must participate in a board meeting to permit official business to be transacted at the meeting.
At the end of each year we like to look back at our most popular posts to evaluate what our readers are finding most interesting and useful on the blog.
To folks who are new to nonprofit governance, grasping the difference between directors and officers of a nonprofit corporation can be confusing.
The Washington Post has identified over 1,000 nonprofit organizations that have reported a “significant diversion” of assets. Its important to note that there are over 1,616,000 tax-exempt nonprofits in the U.S. today; thus, these filings represent less than 1% of tax-exempt nonprofits. It’s also interesting to note that a quick review of Arizona’s list includes only 21 organizations – most of which reported the diversions in a clear, transparent, and confidence inspiring manner.
It seems like a new story breaks every week about a charity being exploited by an insider. Charities lose an estimate of 7%-13% percent of their annual profits to theft, embezzlement, or fraud, to the tune of approximately 40 billion dollars a year.
“Co-working” has exploded in the last five years. Essentially, co-working spaces are places where workers – typically freelancers, self-employed individuals and start-up ventures – can go to work while being surrounded by like-minded, creative entrepreneurs without having to rent their own offices. Many co-working spaces have a mission to create social change and spur community rejuvenation, making them of great interest to the social impact sector.
Every year we like to take stock of our most popular posts to evaluate what our readers are finding most interesting and useful on the blog. What follows is a list of CharityLawyer’s top 10 posts for 2012 measured by page views:
Hold Annual Meeting. Most corporate bylaws require that the directors meet at least annually. Many state nonprofit corporation statutes also require an annual meeting. The annual meeting is typically the meeting where the board (or voting members) fill vacancies on the board, appoint officers, approve budgets, circulate and sign conflict of interest disclosures, and ratify actions taken during the year.
Voting memberships are most useful when an organization wishes to be democratically controlled by its constituents. By way of example, […]