Workshop Discussion

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.

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.

CNS Services

If you’re curious about CNS’s services, see the questions below. If you don’t find an answer to your inquiry, please contact us!

How much will it cost for training?
As a nonprofit, CNS charges about 20% below market for planning and training services. There are also technical assistance grants from local foundations that can help you pay for services. After we develop a scope of work for your organization, we can better give you an idea what training and planning services will cost, and what other resources might be out there to help you pay for services!

Can you give legal advice?
We can refer you to an attorney or CPA who can answer any very technical questions you may have.

Can you donate your services?
Our programming, like all nonprofits, is a funding stream we use to pay our consultants and employees, so we do not donate services.

What if we don’t see a training you have listed that we need?
Call us and let’s talk! We are well connected with other organizations like the Nonprofit Association of Oregon and may be able to direct you to their resources.

Do you offer specialized help for accounting, legal, or Human Resources issues?
Yes – we have specialized consultants who can do a quick hour of targeted work with key staff or the board to get your organization ready to move forward.