Today’s query: is the nonprofit Board perpetual or merely self-perpetuating?
I’m on the board of a small, but national, non-profit. We have been incorporated as a non-member, board-operated nonprofit and designated a 501 (c)(4).
10. Vacancy. Any vacancy occurring in the Board of Directors shall be filled by majority vote of the remaining Directors, though less than a quorum. Each person so elected shall serve until the duration of the unexpired term, or until the next annual meeting.Self-perpetuating Boards include virtually every one of the Nonprofiteer’s clients over the past 30 years, including those of the Donors Forum of Chicago, DePaul University, Greenpeace U.S.A., the Hope Institute for Children and Families, the YMCA of Metropolitan Chicago, and on and on. The only exceptions are organizations whose governance documents specifically call for election of the Board by members, such as the League of Women Voters.But by your own description you are a “non-member, board-operated nonprofit.” There is therefore no obstacle to your revising your bylaws to create a self-perpetuating Board, nor is there any governance danger in doing so. The governance problems would arise if the new bylaws created an actual perpetual Board, one without terms or term limits or requirements that people step off the Board after a specified period of service. Keeping the same people in place indefinitely is a disaster for any living organization.If the Nonprofiteer has misunderstood the question, please let her know and she’ll try again. Based on her current understanding, though, you’re recommending a change which will bring your organization closer to, rather than further from, best nonprofit practice.
Meet The Blogger
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 DuelingCritics.net. 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 & 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 KellyNFP@yahoo.com.
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