We’ve built a small primary board of trusted friends of the founder. Each brings something to the organization but each lacks the same important need. A diverse perspective and outside opinion from the founders friends.
To help bring in a more diverse perspective we’re calling on the public to nominate potential Board of Directors members and Advisory Council members for the nonprofit.
Nominees should be local or able to help locally.
We will get some great nominees but we plan to review the nominees at our monthly board meetings. So this search will not be overnight.
About The Board of Directors
Just as for any corporation, the board of directors of a nonprofit has three primary legal duties known as the “duty of care,” “duty of loyalty,” and “duty of obedience.”
- Duty of Care: Take care of the nonprofit by ensuring prudent use of all assets, including facility, people, and good will;
- Duty of Loyalty: Ensure that the nonprofit’s activities and transactions are, first and foremost, advancing its mission; Recognize and disclose conflicts of interest; Make decisions that are in the best interest of the nonprofit corporation; not in the best interest of the individual board member (or any other individual or for-profit entity).
- Duty of Obedience: Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission.
What the Board does…
- Approve the budget.
- Review, sign, and assure submission of annual reports.
- Review and authorize personnel policies relevant to hiring, promotion, dismissal, compensation, whistleblowers, independent contractors, key employees, sexual harassment, and fairness to the disabled and other groups.
- Meet annually and as needed, even if only electronically.
- Review and approve plans of reorganization, growth, and contraction.
- Review and approve plans for major asset sales and acquisition.
- Review and approve major gifts, including the terms of the gifts.
- Review and approve the organization’s plans to do major borrowing.
- Review and approve the organization’s investment policy and plans to open banking and other financial accounts.
- Review and approve major changes in retirement, benefits, and compensation for all employees, with special focus on reasonableness for top executives.
- Review and approve amendments to the bylaws.
- Provide and be prepared to receive complaints and allegations of wrongdoing that affect the senior staff—its omission or commission, including conflicts of interest.
- Discharge and replace its members for reasons authorized by the bylaws.
- Create committees and hire consultants.
- Write policy and review status of its own membership for independence, conflict of interest, self-dealing, competence, performance of duties, and compensation.
- Be prepared to authorize lawsuits by the organization, receive them, and dispose of them by settlement agreed upon by them, if necessary.
- Authorize liability, bonding, and other insurance and indemnification.
- Authorize collaborations, other commitments of the organization, and their terms.
- Require accountability, transparency, loyalty, and conformity by key employees, and protect the identity and integrity of the organization.
- Request dissolution and carry out its terms.
- Approve changes in the organization’s name and address.
- Approve changes in the number, composition, qualifications, authority, or duties of the governing body’s voting members; and in the number, composition, qualifications, authority, or duties of the organization’s officers or key employees.
- State the requirements for a quorum or for any class of issue.
- State the conditions and procedures for calling emergency meetings.
- Keep records of its activities.