Dear Nonprofiteer, Who elects the nonprofit Board?

Dear Nonprofiteer:

I am a member of a nonprofit that hasn’t held elections in at least 7 years. Instead people just keep getting appointed to the nonprofit board.

I finally received a copy of the bylaws after several requests. They state there are between 3-12 board members who are elected to 3 year terms.

So, no one on the board has ever been elected. When I brought this up “they” decided to hold an election and only elect 4 new members bringing the total to 8. 5 applied for the board and you can guess who didn’t get elected! Are there open seats and what can be done?

Signed, Nose Pressed Against the Windowpane

Dear Nose:

You’ve left out the key information necessary to answer this question: whether the bylaws state either that this is a membership organization or that the Board members are to be elected to their 3-year terms by the full membership. If either of these provisions appears in the bylaws, then an election of directors by the existing nonprofit Board is invalid, and the Board has nothing but “open seats.”

However, if by “a member of a nonprofit” you mean only that you’re an interested person who’s not on the Board–say, a participant on a committee or an employee or just a concerned citizen–then the Nonprofiteer is afraid you’re out of luck. Most nonprofit Boards are self-perpetuating–that is, the current Board elects the new one. And unless there are term limits specified in the bylaws (stating, for instance, that after two 3-year terms a Board member must step off for a single term before offering him/herself for election once more), nonprofit Board members can go on electing themselves and each other pretty much indefinitely.

Can you change the bylaws? Only if this is a membership organization, and if you can assemble a majority of other members to do so. (Sometimes a super-majority is required.) If it’s a standard Board-governed nonprofit, though, the Board itself has the power to change the bylaws, and no one else.

As to the question of “open seats,” a bylaws provision stating that the nonprofit Board may be from 3 to 12 directors means just that: the Board MAY expand itself to a maximum of 12 people, and MAY NOT shrink below the statutory minimum of 3 people. But again, only the Board itself has the right to determine precisely how many, or which, people should be included, so long as it’s somewhere between those two numbers.

So either engineer a revolution from below, by organizing other members to kick out the Board, or find yourself a new organization on which to expend your concern.

In other words: if you’re not a member, you’re just a tool.

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    The Nonprofiteer is Kelly Kleiman, principal of NFP Consulting, which provides Board development, strategic planning and fund-raising services to charities and philanthropies. Through her consulting practice and in her guise as The Nonprofiteer, Kelly has spent the past 25-plus years helping small and mid-sized nonprofits organize themselves better and raise more money. These days she focuses especially on helping them use high-skill volunteers. Kelly is also a lawyer and freelance journalist whose reportage and essays have appeared in the New York Times, Wall Street Journal, Washington Post, Christian Science Monitor and other dailies; in magazines including In These Times and Chicago Philanthropy; in the alternative press; on websites including the Huffington Post; and on the radio, including the BBC and WBEZ Chicago Public Radio. She and her fellow "Dueling Critic" Jonathan Abarbanel present a weekly podcast of their reviews of Chicago theater at Earlier in her career she was dean of admissions of IIT Chicago-Kent College of Law and Executive Director of the Chicago Children’s Choir, and practiced real estate and zoning law with the firm of Rudnick &amp; Wolfe. Kelly holds undergraduate and law degrees from the University of Chicago. She was a founding Board member of the Association of Consultants to Nonprofits and also served for 5 years on the Board of the Association for Women Journalists–Chicago. She can be reached ("Dear Nonprofiteer . . .") at

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