Category Archives: General board info

Ex officio does not mean “not quite official”

While your bylaws may stipulate something else, in fact, according to Roberts Rules of Order, ex officio members of the board have the full collection of rights and privileges as do any other member of the board. Ex officio does not mean “not quite official.” It translates from Latin as “from the office.” What makes ex officio members different than regularly elected or appointed members is that they serve as a result of some office they hold.

For example, you might want the editor of your newsletter to be an ex officio member of your board. That person would be able to fully participate in board meetings and then appropriately report on the proceedings in the newsletter. Being part of the board allows that person to build different relationships and have different access than s/he might if not part of the group. But if the board decides that that editor needs to be replaced, then that person would also no longer be a member of the board of directors.

It is also common to include, or exchange, ex officio members between related but distinct organizations. For example, two chapters of a national organization that are geographically connected might benefit from access to information about what plans are each group is making.

Sometimes the president of an organization is an ex officio member of all committees of the board (with the exception of the nominating committee).

More on email voting

For me the two issues around email voting are these:

  • Did the actual director send the email? Or was it his wife? or somebody else with access to the  account?
  • And this thing I’ve done myself:  “Yes I agree but what about” this situation? or “I agree and do we know for sure that” X is really the situation?

Check out this article over at BlueAvacodo ( a great resource about not-for-profits) on just this topic: Can Nonprofit Boards Vote By Email? by Gene Takagi and Emily Nicole Chan

With an email without a signature, the consent could have been sent by anyone with access to the board member’s email account. Should we accept an email that simply states “Yes” in response to a complicated proposal without further verification? If the director later claims not to have sent the email, the action may be nullified and could result in all kinds of problems, including lawsuits against the nonprofit and individual directors. And what if the email says “Yes, as long as we . . . ” Is that an effective consent? Probably not.

Read more about voting by mail here

The Board of Directors and Advisory Boards, Leadership Teams, and Committee Chairs

If you’ve been paying attention to the rest of this site, you’ve got a good set of bylaws that out lines how your nonprofit organization works.  The Board of Directors knows what they’re responsible for both individually and collectively.

But what happens when you think a few more people would be helpful to have on board.

This kind of advisory board could include “famous people” whose names you want on your letter head.  Or it could be made up of former board members who have knowledge and experience in the organization. It could also be a group of people you want to test to see if they would be good future board members.  It could include committee chairs who are not otherwise on the board.

Some of these people might participate in regular Board meetings. They contribute to the discussions.  But these people do not share the fiduciary responsibility for the organization

So plan for this kind of involvement. Just as you outlined the responsibility if each board member, you need to do the same for these auxiliary participants.

According to the NonProfitLawBlog in the article Advisory Board v. Board of Directors – A Distinction with a Difference easier for both parties to avoid inadvertent confusion when there is something tangible to refer to rather than relying on word of mouth or informal practices. Ideally, if the organization has an advisory board or is likely to have one, it should be written into the bylaws – not because this language is required to authorize such an advisory board to exist but because it provides clarification to everyone about what’s going on.


Alternatively, if it is foreseeable that members of an advisory board will someday become part of the governing board, there is likely a greater importance in having procedures in place to groom potential candidates for a director position during their service in only an advisory capacity.

So the bottom line is this:

Figure out what you want these people to actually do.  Write that all down.. for two main reasons:

  1. The advisers can be clear about what is expected of them and
  2. They can be clear about what you’ll do for them including the length of service and other tasks

BlueAvocado has some great guidelines for having advisory boards in the article: What is an Advisory Board and Should We Have One?

As usual, make a plan. And then use it.

Organized Nonprofits

Check out the article Volunteers Give 10 Times More Than Other Americans, Survey Findswritten for The Chronicle of Philanthropy by Caroline Preston. There are a lot of little tidbits extracted from full study by Harris Interactive for the Fidelity Charitable Gift Fund.   Two I find most interesting:

It’s probably obvious that volunteers give more money to the nonprofits they support than outsiders. And that’s also  likely an overlooked fact in the fund raising campaigns of (at least) new or small organizations.

But more interesting to me is this:

Nearly 60 percent of survey respondents said they think charities are too much like big businesses. Roughly one half said that charities are disorganized.

OK. I say, nonprofits have to run like business or else they’ll go out of business… and then who will carry on the mission?

However, that second part about charities being disorganized… that’s a problem on many levels.

Disorganized organizations waste resources, including not only time but also talents and treasures.

A current and effective set of bylaws and a policies and procedures manual (or heck, even just a notebook) will make the organization run more smoothly.  This will impress (and keep interested) your current board and volunteers and make it rewarding for new people to get involved.

When was the last time your organization looked at either of these documents?  Has any one not on the board ever asked to see them? How hard would it be for people in your office or on your board to access them in order to show them or to use them themselves?

The availability of your bylaws, at least, indicates some measure of organization. Post them on your website, then not only can your board use them easily, but your supporters can see how you spend your time and their money.  Make it easy enough to find them and to read them, and maybe some people will.

Write your bylaws in plain English. Check out my book, Fix My Bylaws, to find out how easy that can be.

Board members getting paid?

There was an interesting article in the Washington Post July 11, 2009 about condo officers deciding they deserve to be paid.

Condo Officers Can’t Pay Themselves Fees if Bylaws Forbid It by Benny L. Kass

In my opinion, to allow board members to be compensated for their service will open the door to owners who only want to serve for the money, and not for the best interests of the association.

Overall, membership on the board of a nonprofit organization is considered as a voluntary commitment. The federal Volunteer Protection Act of 1997 (42 USC §14505(6)) that defines “volunteer” as:

an individual performing services for a nonprofit organization or a governmental entity who does not receive—

  1. compensation (other than reasonable reimbursement or allowance for expenses actually incurred); or
  2. any other thing of value in lieu of compensation, in excess of $500 per year, and such term includes a volunteer serving as a director, officer, trustee, or direct service volunteer.

This means board members may not receive any special allowances where the general members would be expected to participate differently. This include: no free conference registration, free advertising or free membership when regular members of the organization have to pay.

And, perhaps most importantly, paid board membership is generally frowned upon by funders.

Board members are, however,  typically reimbursed for reasonable incurred expenses to attend required meetings.

There may be laws about this in your state. If you are considering paying board members for service. Check with the agency that regulates nonprofits in the home state of your corporation. That information is available on line at the IRS web site here.

Regarding consensus

Over the last hundred years or so, people have been trying to run their meetings using Robert’s Rules of Order. They are designed to efficiently run a meeting but not necessarily to facilitate the making of decisions. They can be cumbersome, so many groups often don’t adhere closely to them.

And, perhaps worse, sometimes people spend too much time trying to figure out the rules of running a meeting instead of doing the actual work of the organization.

You might want to consider a different structure.
Check out the book Breaking Robert’s Rules: The New Way to Run Your Meeting, Build Consensus, and Get Results by Susskind and Cruikshank (Oxford University Press, 2006) for an alternative method of running meetings. Their “Consensus Building Approach” works especially well for organizations that are less formally run and more committed to humanizing their work.

Consensus does not mean that everyone always has to agree, but rather that the group makes a decision that everyone can live with.

In addition, it allows the minority of members to have their voices heard during the process. This leads to unification better than having a vocal and dissatisfied minority.

Asking for advice from old board members

Fila, the sports apparel company, has been loosing market share for a long time. They had some trouble with their former CEO, Jonathan Epstein, back in 2004. Very old news, you say.

The company was bought in January 2007 by Fila Korea Ltd, the former Korean licensee. More old news, you say. (Check out this story in the Baltimore Sun, May 22, 2007)

So here’s the twist:
The president of the holding company created for the acquisition had a radical idea. He called back the old CEO to turn the company around — albeit not in the same position.

I don’t do financial evaluations or speculation. But what I find interesting in this story is that somebody new in an organization understood the value of somebody old, somebody who might in other circumstances be labeled the “difficult employee.”

Every board more than about 12 minutes old has some board member who’s left, perhaps even someone that many other people were glad to see go. But if that person had any redeeming qualities, any skills or talents or knowledge that might be useful to the organization, there is no shame in asking that person for advice or counsel.

Sometimes the “old farts” have incites and perspectives worth examining… especially if your in a real pickle and don’t know where the top of the jar is.

This isn’t advice… just a thought.

— Kerch