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Is it Legal to Have an Ex Officio Director on Your Board?

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Do you have an Ex Officio Director on your board? Do you allow honorary directors on your board but don’t require (or allow) them to vote? If you answered “yes” to either of these questions, then you may be operating out of compliance with an important nuance found in California’s Nonprofit Corporations Code.

Fortunately, there are simple solutions to clear up these issues. Let’s explore the rules and steps to ensure that your organization is in compliance:

Non-voting board members cannot serve on California nonprofit boards.
Gene Takagi states, “any person entitled to attend board meetings without a vote is not a board member at all.” Non-voting board members can lead to confusion (do they count towards a quorum?) and can mislead other board members (do their opinions matter if they can’t vote?).

 To fix it: Move non-voting board members onto an Advisory Committee. Or, if you’d like to extend voting rights to these individuals, review your bylaws to make sure you have room for more board members and revisit the process of electing new board members. Your board can vote to bring them on as regular board of directors. If your bylaws state that non-voting board members are allowed, contact Spokes for a Bylaw Review to correct your bylaws today!

Ex Officio Directors automatically hold a position on your board because of a position that they hold outside of the board.
It’s rare to need Ex Officio Director positions in 501c3s. This position is more common in 501c6s, such as Chambers of Commerce, where the CEO /Executive Director often holds a position on the board. For further clarification, the NEO Law Group outlines many scenarios where this arrangement might make sense. However, if your organization labels non-voting board members as Ex Officio, you’ll want to correct this immediately.

 To fix it: Either (1) move non-voting members onto an Advisory Committee, or (2) invest them with the same voting rights and responsibilities of every other board of director serving your organization. To stay in compliance, ensure that your board policies, bylaws, and culture do not limit the actions of Ex Officio board members.

Honorary Director, Director Emeritus, and Advisory Director are misleading titles.
The term “director” is a legal definition that sets forth duties of care, loyalty, and obedience specifically for board members.

 To fix it: Identify new terms to honor these special advisors in your organization. To stay clear on the roles of your organizational volunteers, be certain not to use the word “director” for anyone who doesn’t serve on your board of directors.  

Advisory Boards are actually Advisory Committees.
Only one board can exist in your organization, and that is the board of directors.

 To fix it: Simply update your bylaws and policies so all advisory bodies are labeled as committees.

Staying in compliance with the Nonprofit Corporations Code is critical to your organization’s success. Your board of directors and advisory committees will function more efficiently once you clarify and adhere to these important regulations. If you have questions about board of directors versus advisory or honorary roles, reach out to Spokes for support at 805-547-2244 or [email protected].

Good Strategies for Bad Board Members

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“Jake” was eager to get involved with his favorite nonprofit’s outreach program, so he jumped at the invitation to become a board member. Once on the board, it became apparent that he had his own agenda: he did not understand the organizational mission and goals, wasn’t prepared at board meetings, and became combative when other directors disagreed with him.

Jake was not a good board member, and something had to be done.

It’s an unfortunate situation to find yourself on a board with a troublesome, obstructive person. Often, organizations invite these good-hearted people onto boards because they have community connections, free time, or are simply passionate about the organizational mission. Many don’t realize that board service is a big job which requires an understanding of legal and governance responsibilities, as well as some leadership skills.

Not every volunteer is a good fit for a nonprofit board of directors, and it can be difficult for these individuals to recognize their own shortcomings. In the article, “12 Reasons Why You Should Gracefully Resign from a Nonprofit Board”, Gene Takagi writes, “failure to meet your duties may be holding back the organization from better advancing its charitable mission and serving its intended beneficiaries.” Jake clearly did not understand his role, and his presence was reducing organizational efficiency.

To reduce the risk of inviting a person to serve on your board who doesn’t understand their role, provide them with a clear job description prior to their start date. This reduces the chances that they will be surprised about time, energy, and resource expectations. You can email Spokes for a board of director job template.

A board needs to operate as a whole unit to accomplish its very important work. When one member shirks their duties, the entire board suffers. There are a few ways to work through board member challenges.

  • Meet 1-1
    If you have a “Jake” who keeps the board in disarray, the board chair, and another executive committee member can use conflict resolution techniques to have a personal conversation with the member to try to understand and alleviate the issues.
  • Use term limits
    If personal life challenges or volunteering fatigue are affecting a board member, board service term limits provide a non-confrontational way to ease ineffective or challenging directors off the board.
  • Look to your bylaws
    Your bylaws should clearly state reasons to remove a board member, such as unexcused absences, unruly behavior, or conflicts of interest. If a director can’t accomplish their duties due to a temporary problem, a short-term leave of absence might be a solution. However, if this is disruptive to board business or causes quorum issues, it might be best to ask the person to resign.

Nonprofit organizations need strong board leadership so organizations can provide crucial services for our community. Spokes members who are eager to learn about board service responsibilities can log in on Spokes website to watch the Best Practices in Nonprofit Management video series. We recommend watching them during board meetings for full participation. These short, accessible videos will ensure that your organization is meeting all federal compliance requirements, achieving the highest standards of responsible governance and operating with full accountability to your donors, clients, and employees.

Making A Stronger Case for Donor Support

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Spokes would like to thank Anna Boyd-Bucy, Spokes Consultant and Volunteer Faculty for guest-writing this article. 

“Exactly what should be included in my donor packet?” is a common question. The answer is the same every time: a case statement is the first and most important document in your donor communication toolbox. Designed for a specific audience, your case statement is a compelling explanation of who you are, what you do, and where you are going in less than 500 words.

Assuming that you have a document that includes your mission statement, history, services, key accomplishments, future goals, and testimonials, look it over carefully: does your donor appear in your organization’s story? Fundraising expert Joe Garecht suggests that if not, you should rewrite your case for support this year. He advises, “Great case statements are always donor-centric. This means that they put the donors in the center of the action, and make them the heroes of the story. They talk about how donors are an integral part of the team that make everything possible, and they directly ask the donor to get engaged with the non-profit.”

In order to make the most of your case statement, it’s critical that you know your donor base. Do they watch videos on social media? Are they perusing your website? Donors make the decision to give with their hearts, and videos are a great way to reach their hearts by making a compelling case in a minute or less. Guidestar offers some fresh ideas in their article, Case Statements: Know Your Audience and How to Reel Donors In.

For the purpose of this article, let’s assume that you’re going to continue with the creative brochure route. How do you make sure every current and potential donor understands your case for support?

  • Give board members a stack of brochures to keep in their car. Word of mouth is a powerful tool, and when combined with a physical call-to-action, it’s a win-win.
  • Include a brochure with new donor donation receipts. It’s easy to include your case statement with a donation receipt. Be sure to include a sticky note that says “Welcome and thank you for your first gift, look what you are accomplishing! New donors are more likely to give again if you offer a personal recognition.
  • Pass out brochures at service club presentations. Don’t forget to collect those left behind. We aren’t made of money.
  • Bring brochures to media interviews. Bring one for you and one for your interviewer. It creates a template for questions and provides the interviewer with important facts so they sound knowledgeable.
  • Keep a brochure next to the phone for talking points. You will be prepared to pull up fun facts during impromptu calls with potential donors.
  • Save a brochure on your computer desktop – cut and paste for EVERYTHING. Consistent messaging is crucial to help people remember. (It really works. This is why Nike keeps saying, “Just Do It.”)

Whether you’re starting from scratch or updating your existing case statement, your donors will feel gratified to see themselves included in your nonprofit’s efforts to make the world a better place.

It’s Time to Start Planning Your Year-End Appeal

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By Consuelo Meux, Ph.D., CEO

Did you know that 1/3 of all charitable giving happens at the end of December each year? Even more importantly, 12% of giving occurs in the last three days of the year. This means that it’s time to start planning your year-end fundraising campaign.

I remember once having a very late start on a year-end appeal. I worried that December 20 was too late to send the first letter. My staff insisted that no one was going to open or read the email – they were prepping their holiday dinners and spending time with family. Always up for a challenge, I decided to gather my volunteer team and get the letter out anyway. That mailing resulted in the largest end-of-year collective donations that the organization ever collected. Funds continued to come in well after the New Year.

The lesson is that it’s never too late to ask people to give.

So how do you capitalize on the annual year-end fundraising campaign? Start early (i.e., to reduce stress, don’t wait until December 20!)

September is the perfect time to start planning your year-end appeal. Direct mail is still the #1 fundraising method, followed by email appeals, then personal appeals. There is plenty of time to determine the message focus and the campaign design. You will need to develop a strong, consistent series of communications and a schedule. Don’t be shy about sending several appeals to your donor base. Some will miss them, some will ignore them, but each contact helps to build your case.

Here are some basic steps to get you started:

  1. Clean up your mailing list. It’s a tedious task, but you have the time to correct bounced email addresses and find missing mailing addresses. Since your current donors, board members, and volunteers already have demonstrated they care about your mission, ensure that they are included in all communications.
  2. Study your donor list. Evaluate who might have the potential to increase the size of their gifts. Frequent donors are loyal and often would give more if you asked. Then, look at who is not on your donor list. Major donors who support one or more nonprofit causes are likely to donate to other causes as well. LinkedIn is useful for finding connections to make an introduction.
  3. Investigate social media followers. Social media might be the goldmine needed to reach new potential donors. Explore your social sites for active followers and send them personalized messages about your campaign. Also, keep in mind that Facebook makes it easy for charitable organizations to accept donations. Your Facebook followers can even host fundraisers for your organization in a few easy steps.

If you start now, your year-end appeal has the potential to be a huge success. For additional resources, check out Classy.org for a few extra tips on what not to do, and sign up for Spokes mailing list to receive email notifications about upcoming workshops.

Strategic Planning and Major Gift Fundraising

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This post was originally published in 2016. 

At Spokes, we have been surprised – and impressed – by the number of nonprofit boards that have chosen to spend their summer completing strategic plans for their organizations. We know it’s not an easy choice to make when the sun is shining and the beach is only a few miles away. And, yet, we also know the vital role that strategic planning plays in the success and longevity of organizations. So, for all of you who have stepped up to the plate instead of into the sand, we commend you! Please find a refreshing drink with an umbrella and toast yourself as soon as possible!

In most of the strategic plans that Spokes’ consultants have helped create, there is a consistent theme of setting goals to increase revenues through major gifts. Even though evidence proves the value of major gift fundraising over event fundraising and other forms of development, lots of folks are terrified by it. It can be daunting to directly ask another person to make a significant gift to your organization. We understand and want to help you overcome your fears and successfully execute your strategic goals.

Kim Klein is a well-known and regarded fundraising expert who specializes in fundraising for smaller grassroots organizations, similar to most of Spokes’ members. In her two-part series published in the February 2016 issue of Nonprofit Quarterly, “Starting a Major Gifts Program,” Klein shares personal strategies for overcoming her own fear of asking folks for money. Her quick tips: remember that “feelings are not facts”. It may help to make a gift of your own so you stand “on firmer ground” when asking a donor to join you in making a gift.

Klein goes on to offer formulas and charts to guide you in determining how many gifts to seek and at what levels. Her experience tells her that, in healthy nonprofits:

  • 10 percent of the donors give 60 percent of the income
  • 20 percent of the donors give 20 percent of the income
  • 70 percent of the donors give 20 percent of the income

In the second part of her series, Klein offers tips to help your nonprofit decide what types of benefits it will offer donors, what types of collateral/promotional materials to create to help solicit donors, and a few basic steps to take in cultivating and stewarding major gift donors – including sending a personal note with every mailing.

Read through Part I and Part II of the series for a quick “virtual” class in major gift solicitation. Use your strategic plan and ask donors to join you in reaching the goals you have set to better serve all those who rely on your nonprofit. If you don’t have a strategic plan, get in touch to learn about Spokes’ consulting services. This time next year, you’ll have lots of reasons for more tropical toasts!

Part I
https://nonprofitquarterly.org/2016/02/11/starting-a-major-gifts-program-part-i/

Part II
https://nonprofitquarterly.org/2016/02/12/starting-a-major-gifts-program-part-ii/

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