Pro Bono
  • Print Page

Nonprofit Governance: Know the Rules on Board Voting

For nonprofit organizations, having a Board of Directors is not only required by law, but it is also essential for the proper function of the organization. The Board provides oversight and guidance of the corporation's activities in critical areas such as finances, employment compensation, and strategic planning.

A board's responsibilities are governed by the DC Nonprofit Corporation Code, as well as its articles of incorporation and bylaws. Under D.C. law, a director cannot delegate to anyone else his or her responsibilities as a director. This includes the director's duty to attend board meetings and vote on matters before the Board. A Board member cannot give anyone else a proxy to vote on his of her behalf, and except in limited circumstances members cannot vote by ballot or email. The director must cast his or her vote at meetings of the Board.

A Board meeting can take place in person or by conference call, or a combination of both with some directors attending in person and some participating by phone. The only requirement is that all Board members can hear each other and speak.

There are other ways a Board can take action instead of holding a Board meeting, such as with the unanimous written consent of all the directors serving on the Board, or by delegating the authority to make a decision to a Board committee. Whichever method the Board uses, it must make sure that it conducts its business in compliance with the bylaws and the DC Nonprofit Code or the actions taken by the Board may not be valid.

For more information, the law firm of Dechert LLP has prepared a legal alert that discusses the various rules relating to Board voting, Nonprofit Governance FAQs About Board Voting.