Nonprofit Board Votes: What You Need to Know

Nonprofit Board Vote Basics

We all know the cliche of boards of directors sitting around a table saying “yea” or “nay,” but the reality is more complex. When it’s time for a nonprofit board vote, it’s important that you know how to do it right. Before your next meeting, review these basics to see if your governance bases are covered.

Do you have any big nonprofit board votes coming up? Review these basics to be sure you are following your own bylaws and governance requirements.

About Nonprofit Board Votes in General

All nonprofits should make sure that they are familiar with the requirements of the state in which they operate regarding nonprofit operations. With the popularity of electronic voting, it is wise to understand any regulations that your state has in place. Having an attorney who specializes in nonprofit work review bylaws and educate the board on state requirements is important.

Quorums and Your Bylaws

What do your bylaws say about voting? Do your bylaws outline what constitutes a quorum? Who can vote? How can your members vote? We often write about bylaws in this space and that’s because bylaws outline the basic rules, guidelines, and legal parameters in which a  nonprofit operates. To review voting procedures, start with your bylaws.

Most of us believe that a quorum is half of the elected board members plus one. That is generally true, but there are many examples of nonprofits with unusual definitions of quorum in their bylaws. Make sure you review the definition of quorum in your organization’s bylaws and abide by it when decisions are being made.

RELATED: Abstention in a School Board Vote

Who can vote?

Some nonprofit organizations have “members” as well as well as “board members”. If the organization has members, those members may elect the board at the annual meeting. Beyond that, the board makes the governance decisions of the organization.

Does your CEO or executive director have a vote? In most nonprofits, staff do not vote. Having your staff leader vote is not considered a best practice. It is considered a conflict of interest. However, there may be very specific circumstances when it is admissible.

How can your board members vote?

In the “old days,” board members had to be present to vote. Then, some boards allowed members to participate in meetings by phone and also vote while on the phone. Some boards now allow board members to vote by email. This is also another place where you must review your bylaws. If you want board members to be able to vote while on the phone or by email, the bylaws should provide for that option.

Boards should be cautious about email votes on important decisions. When board members can’t participate in the discussion and hear all sides of the issue, should they be voting on the measure later? Where do you draw the line on being present at a board meeting as a requirement to vote on motions? If a board allows email voting, there should be specific guidelines about when it is permissible.

The bottom line on nonprofit board votes is to know your organization, and the bylaws are the best place to start!

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Polls and Voting


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