Workshop Discussion

Frequently Asked Questions: Board Service & Nonprofit Management

What are my roles and responsibilities as a board member?
“The principal role of the board member is stewardship. The directors of the corporation are ultimately responsible for the management of the affairs of the charity… In carrying out board responsibilities, the law generally imposes three duties of trust. They are regularly described as the duties of due care, loyalty to the corporation and obedience to the law.”  – A Guide to Nonprofit Board Service, Office of the Attorney General

The roles and responsibilities of a board member serving a charitable organization in Oregon are more clearly outlined in the Department of Justice’s Guide here.

If you’d like a thorough training on board roles and responsibilities, contact us to schedule us to come talk with your board and visit our workshops page to see if we’re already offering this training in your area.

Can my board vote by email?
Unless prohibited by your organization’s articles or bylaws, Oregon law allows for board action without a meeting if each and every board member consents in writing to the action, email included. If any board member disapproves or fails to respond, the action must wait until the board can meet.

If the action does pass by email consensus, then the email consents should be preserved in your records alongside your usual minutes. Further assurance would include having each board member sign the printed emails.

The largest pitfall to voting by writing (email or otherwise) is the lack of discussion. A discussion of an action’s finer points allows thoughts and ideas to percolate, promotes healthy oversight, and supports the directors’ duties of care.

Like phone meetings, virtual meeting platforms that allow all members to be present at once are sanctioned due to their ability to facilitate conversation. Each member can participate in a discussion of the action before them prior to the vote.

This is current information as of February 2019, but laws surrounding email voting are always changing. Make sure you have the most recent information before proceeding with an email vote.

More information about virtual board work and voting by email can be found here.

How do I create a policy for email voting?
Outlining the potential for voting by email in advance of the necessity to do so is a good idea, but even if you’ve been making decisions this way already, it’s important to put the policy in place so the integrity of your decisions are not compromised.

A short-form document is sufficient in developing your Voting By Email policy. The document should outline operational guidelines for using email to make and pass motions. Some things to consider when generating your policy:

  • Form a committee. A new policy might be drafted by the Governance Committee or maybe a new, temporary committee should be formed. You may want to include others, such as staff, in on the creation of the new policy.
  • Begin with a purpose statement. Outline the policy and the reason for having it.
  • Outline what actions the board will consider without meeting. Note that regular business should be saved for scheduled meetings when the format will allow for thorough discussion.
  • Outline email etiquette procedures that board members will observe. Consider elements such as requiring all communications to include a signature line and quoting passages referenced during discussion along with mention of the original author.
  • Explicitly list the procedures for voting by email and what satisfies the legal requirements as outlined by the State of Oregon: Charitable Activities Section.
  • Include reporting requirements. Consider and detail what needs to be reported and filed after a vote by email.
  • Validate the process with a test. Conduct a test email vote to see the steps in action.

Once the policy is drafted, the board must formally approve it. It should be filed for reference and included in all board member notebooks. It should also be discussed as part of any new board member orientation, and new directors should sign a statement indicating that the policy has been read and understood. Like all board policies, the Voting By Email policy should be reviewed routinely and revised as necessary.

Can a paid contractor for our nonprofit also serve as a board member?
The short answer to your question is that it is possible, but likely causes some conflicts of interest.

The board is the governing body of the nonprofit organization and board members need to be free of any potential conflicts of interest (actual ones that can cause legal issues or perceived ones that can cause public perception issues). A conflict of interest results in personal, organizational, or professional gain. If a paid employee is also a voting member of the board, there will frequently be times when issues are discussed that relates to them directly. Think, budget/compensation discussions. But also, simpler items like hours of operation, whether to throw a staff holiday party, if staff should be required to participate in the gala… lots of small things can arise.

There are two ways to handle this. One would be two exclude them from any discussions/votes that affect them but allow them to remain and vote for parts of the meetings that don’t affect them. The other would be to invite them to board meetings as a guest with a voice, but not a vote.

And if you do choose to vote them onto the board, be sure to have a conflict of interest policy in place, make sure everything is documented and disclosed, and include as much detail in the minutes of each meeting as possible for added transparency (as it relates to the possible conflict).

Our suggestions are from experience and CNS does not have any nonprofit lawyers on staff. If you’d like to call a lawyer to discuss in more depth, we work closely with both David Atkin at Center for Nonprofit Law and John Gear from John Gear Law Office. Both are stellar.

How should our nonprofit decide upon a salary for a new employee?
While many nonprofit employees are mission-driven and passionate about their work, setting the right level of compensation is important to our ability to recruit and retain talented employees. Here are some recommendations from CNS.

Where to Start
Tax-exempt nonprofits, like all other employers, are required to follow federal and state wage and hour laws that require employers to pay at least minimum wage. In Oregon, the minimum wage is different depending on your location. Refer to the Oregon Minimum Wage Rate Schedule for details. At the higher end of the pay scale, compensation must be “reasonable” and not “excessive,” which is a fundamental requirement of maintaining tax-exempt status.

Of course, you will also need to consider your organization’s budget and how much income you have to devote to a new employee. After reviewing the sources below, you can use this number to help you determine how many hours, or a range of hours, your organization can afford.

A Frame of Reference Can Help
We recommend reviewing postings for similar jobs on Indeed, Craigslist, Mac’s List, Idealist, and other job posting websites to see the compensation being offered. You can also check the national Bureau of Labor Statistics for statistics from Oregon as of May 2017.  The state’s Employment Department website will allow a deeper look into Oregon’s statistics by region.

Available Data and Reports
There are also some helpful reports specific to Oregon’s nonprofit sector, such as:

We hope these resources are helpful in determining compensation ranges for your nonprofit. Don’t forget to also factor in the cost of living in your specific region, the size of your budget, and the type of service your nonprofit provides.