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Can the treasurer be the bookkeeper?

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A new nonprofit was struggling to put together its first board of directors. The organizers had contracted with someone to be the bookkeeper and they wondered if it would be acceptable to have that person also serve on the board as the treasurer. The answer: maybe, but it might not be the best idea.

One issue is conflict of interest. Directors of nonprofits are not to benefit financially from their role on the board. So, even if the bookkeeper were a director but not the treasurer, if her firm is paid to do the bookkeeping, that could easily be seen as a conflict of interest. That might be mitigated if the firm did the bookkeeping pro bono. Another possible mitigation is to get bids from several bookkeepers and, if the bookkeeper’s firm is willing to do the work for significantly less, then that also might mitigate the conflict. In the latter situation, the board would want to clearly document the research that was done, and the bookkeeper would recuse herself from participating in the decision to contract with her firm.

A second issue to consider is that a fundamental part of the treasurer’s responsibilities is to provide financial oversight. So, if the treasurer is the bookkeeper, he/she is overseeing him/herself. In that case, it would be prudent to put a structure in place to ensure oversight. For example, the board might formally appoint another person to be the Chief Finance Officer and provide a written description of the CFO’s duties, which would include oversight.

The board also needs to keep in mind that if the organization is paying the director/bookkeeper, then that person becomes an “interested person.” In California, no more than 49% of the board of directors may be interested persons.

Finally, whatever arrangements are made, the board would be wise to put in place some basic internal controls. Here are two useful resources on that topic.

Can you fire a volunteer?

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In a recent Spokes roundtable, the topic of the “dysfunctional volunteer” came up. Most volunteers are valuable assets for or organizations. We couldn’t do what we do without them. But occasionally, we experience a volunteer who is not contributing, or worse, creating a drain on the organization.

There are various forms of dysfunction. A volunteer may promise but not deliver. He may not have the knowledge or skills to be of help. She may distract staff or other volunteers from what they need to be doing.

As with hiring employees, the best approach to recruiting volunteers is to have a sound system for vetting them, learning about their talents and interests, and matching those to the tasks your organization needs accomplished. Sometimes, though, things just don’t work out. For the benefit of both the organization and the volunteer, it may be time to part company.

The following two resources provide sound advice on how to let a volunteer go in the most respectful and productive manner.


Before you convene…

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Whether we’re talking about our staff, our board members, our constituents, or the public at large, bringing people together can be a productive way to deal with the challenges we face. But convening people can also waste people’s time or, worse, backfire.

Fortunately, there are steps we can take to help ensure that when we convene, we succeed! The Rockefeller Foundation has a long history of convening groups to grapple with weighty problems. The Foundation follows four core principles:

  • Focus on a single purpose.
  • Design for the experience.
  • Be intentional about participants.
  • Make commitments explicit and deliver.

Learn about each of these as well as additional tactics to make your convening more effective in this article from the Stanford Social Innovation Review.

Retaining Staff

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Finding qualified new staff can be very difficult, so at Spokes June 2023 Symposium we focused on how to retain the staff you already have on board. It’s a national problem! Consider:

  • In 2022, a record 50.6 million U.S. workers quit their jobs, accounting for 70% of total separations. This is the highest level in the history of the Job Openings and Labor Turnover Survey (JOLTS), which dates back to 2001.
  • While quits are down from the record highs of 2022, in January 2023 dipping below the four million mark for the first time since May 2021, they were back up to above four million this February.
  • This year, 56% of surveyed U.S. workers said they’re likely to seek a new job compared to 51% in 2022.

Here are some resources recommended by our panel of experts:

Executive Committee Membership

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Can someone be on the executive committee who is not a member of the board of directors?

It’s an interesting question. The short answer is, “Perhaps, but probably not.” As can so often be the case, it depends on the situation. Here are things to consider.

Look at your bylaws

A great place to start is to read your bylaws. What do they say about committees? Do they specify that there is an executive committee? Do they say who should be on it? Do they say what the executive committee is supposed to do?

For example, I recently was helping an organization whose bylaws said nothing about an executive committee, but they did include a provision that the board could establish committees by resolution, and that “all committees have the full authority of the board” (italics mine).

Board committees

The next thing to consider is the type of committee. There are two types—board committees and non-board committees. With a few exceptions, the board may delegate authority to board committees. According to California law, all members of board committees must be directors.

On the other hand, membership on non-board committees is not restricted to directors. These committees, also called advisory committees, can serve a variety of purposes. As that name implies, they can provide counsel to the board. The board might also assign various tasks and responsibilities to them. For instance, a non-board committee might develop fundraising plans or be responsible for volunteer training. Because non-board committees have no legal authority to act in place of the full board, anyone may be a member. Non-board committees are often used as a way to engage additional people in the work of the organization.

Returning to the example above, since the organization’s bylaws clearly state, “all committees have the full authority of the board,” any committee established in the organization would be a board committee. Only board committees can make decisions on behalf of the organization, and all members of board committees must be directors.

So, what’s the answer?

If the board has delegated authority to the executive committee, then all members of the executive committee must be directors. Certainly, others might be invited to attend executive committee meetings and/or provide input, but such people are not members of the committee and do not have a vote on motions or decisions. Theoretically, a non-director could be a member of the Executive Committee, but only if the Executive Committee was given no authority to act. In such circumstances, that executive committee would, in fact, be an advisory committee. And what would be the sense in that?

And don’t forget…

State law trumps your bylaws. If your bylaws include any language that suggests non-directors can be members of your board committees, it’s time to revise your bylaws.

References

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