Board of Directors and Bylaws

An effective Nonprofit Organization has a competent Board of Directors. This competency is derived from several factors. But the key is to have a set of bylaws that are followed and used to strengthen the NPO.

Within the Bylaws the required number of board members should be listed. It is best to have a minimum and maximum number. This helps when there is an unexpected resignation or two. The Membership Chair will have the opportunity to carefully select a new member rather than rushing to fill a position with someone that may not be the best person for the NPO.

The terms of office need to be listed. Also state if or how many times a term may be repeated. I have been on boards that were required to change their bylaws in order to renew their officer terms. To avoid this, a provision can be made to renew a membership as an exception if there is a majority vote in favor of the renewal. This allows a particularly effective board member to stay on while others serve their terms and step down. It also helps in cases where there are no new volunteers to step in.

An election process and by law change protocol should also be listed in the bylaws. This typically includes written notification one meeting before the election.

Removing a board member. This is not as difficult as it seems. But the process should be clearly stated in the bylaws. For instance; How many meetings should a board member be allowed to miss before they are asked to resign? What if they do something publically that does not look favorably on the NPO? What if they become seriously ill?

Let’s assume that your board members were properly introduced to your NPO and given a clear list of expectations. Then a simple phone call or letter will take care of the situation. Many times board members are relieved to be given an out. Or they may not realize how many meetings they have missed or how important their presence is valued.