This article was originally published in the Standards for Excellence® Institute series, “52 Tips in 52 Weeks” in March 2020. The series provides nonprofit leaders with a brief nonprofit governance and management tip weekly over the course of 2020. Standards for Excellence is a Replication Partner of Sacred Sector.
Editor’s Note: This article is currently being highlighted on this blog due to its relevance to the shifting work landscape created by the spread of COVID-19.
By paddy morton
The Center for Disease Control (CDC) has published interim guidance for businesses and employers to reduce the spread of COVID-19 by managing risks of potential exposure. One measure the CDC is recommending is social distancing (remaining out of congregate settings, avoiding mass gatherings, and maintaining distance from others when possible). However, nonprofit boards must continue to govern, and meetings may be even more critical for direct service providers during these difficult times. The Standards for Excellence: An Ethics and Accountability Code for the Nonprofits Sector encourages each nonprofit board to meet “as frequently as needed to fully and adequately conduct the business of the organization. At a minimum, the board should meet four (4) times a year.” For all of these reasons, it is important to ensure that your bylaws provide for remote meetings, and how your state law should guide and inform your bylaws.
To facilitate remote participation in Board meetings, the Standards for Excellence Institute’s Model Bylaws provide as follows:
Telephone and Electronic Participation: Directors may participate in Board meetings and vote on matters discussed therein, by means of a conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other at the same time. Participation by such means shall constitute in person presence of the Director at the meeting.
Action without Meeting: Any action which may be properly taken by the Board assembled in a meeting may also be taken without a meeting, if unanimous consent in writing setting forth the action taken is signed by all of the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.
You will want to consult your state’s corporate or nonprofit law to ensure that you are acting in a manner that is consistent with the state’s regulations.
State law may describe that meetings can take place via remote communication and may provide additional definitions about what constitutes a meeting. In Maryland, the home of the Standards for Excellence Institute, telephone meetings are permitted as follows: “(1) Unless restricted by the charter or bylaws of the corporation, members of the board of directors or a committee of the board may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. (2) Participation in a meeting by these means constitutes presence in person at the meeting.”
Essentially, as long as it is in keeping with your state law, your board can meet remotely using telephone conferencing or other technology (Skype, zoom, etc.), as long as everyone can speak and be heard simultaneously (as if meeting in person). Additionally, the board can act without meeting as long as the vote is unanimous and recorded in writing.
The Standards for Excellence educational resource packet, Board Member Responsibilities, contains a comprehensive set of model bylaws that can be modified and customized to meet the needs of nonprofits around the country.
This educational resource packet and the full series of all packets - including sample policies, tools and model procedures to help nonprofits achieve best practices in their governance and management - can be accessed by contacting a licensed Standards for Excellence replication partner, one of the over 150 Standards for Excellence Licensed Consultants, or by becoming a member of the Standards for Excellence Institute.
About the Standards for Excellence® Institute
The Standards for Excellence originated as a special initiative of Maryland Nonprofits in 1998 and has since expanded into a national program to help nonprofit organizations achieve the highest benchmarks of ethics and accountability in nonprofit governance, management and operations. The program has been formally adopted by twelve state, regional, and national affiliate organizations. It is supported by over 170 Licensed Consultants and over 100 volunteers with professional experience in nonprofit governance and administration. Since its inception, the program has accredited or recognized over 200 individual nonprofit organizations that completed a rigorous application and review process to demonstrate adherence to the Standards for Excellence: An Ethics and Accountability Code for the Nonprofit Sector. www.standardsforexcellence.org.
Amy Coates Madsen is the director of programs for Maryland Nonprofits and the director of the Standards for Excellence Institute, a national initiative to promote the highest standards of ethics and accountability in nonprofit governance, management, and operations, and to facilitate adherence to standards by all organizations. Amy received her Master of Arts in Policy Studies from the Johns Hopkins University Institute for Policy Studies in Baltimore, Maryland, and her bachelor’s degree from the Virginia Polytechnic Institute and State University in Blacksburg, Virginia. Amy is a member of Phi Beta Kappa and was appointed by the U.S. Department of the Treasury to serve on the Internal Revenue Service Advisory Committee on Tax Exempt and Government Entities (ACT), serving one term as the co-chair of the ACT’s Exempt Organizations subcommittee. The Standards for Excellence Institute is a program of the Maryland Association of Nonprofit Organizations where Amy has served for more than twenty-four years. Amy is responsible for coordinating all aspects of the association’s comprehensive ethics and accountability program and efforts to replicate the program nationally. She serves as a frequent trainer and writer in the areas of board conduct, program evaluation, program replication, fundraising ethics, and nonprofit management. She has taught courses on nonprofit ethics and accountability at the Johns Hopkins Institute for Policy Studies Certificate Program on Nonprofit Management.