Leadership: Board

The executive director reports to the board, with the chief liaison being the chair of the board. This is the body that hires the ED, monitors and evaluates that person’s performance, and directs the search for a new chief executive if that becomes necessary. The ED and the board work together as a team to […]

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Attorneys, accountants, and other professionals can contribute valuable expertise to a board. In the best-case scenario, it would be nice if their services would be given voluntarily. However, that is not always feasible. The underpinnings of the policy that allows tax exemption for public charities is that the dollars raised are used for “exclusively charitable […]

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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 […]

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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. […]

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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 […]

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  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 […]

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