Understanding nonprofit actions that require a vote is critical to success. Nonprofit organizations must hold regular board meetings to carry out their fiduciary obligations to their organizations. Boards can make decisions by unanimous written consent when there is no disagreement or opposing viewpoints on the issue. However, where a decision is not unanimous boards must make even the routine of decisions by voting during a board meeting.
Quorums and Voting
Boards should be aware of the definition of a quorum in their bylaws or how many directors must be present for a vote to occur. Under CA Corp. Code §5211(a)(7), a quorum is by default a majority of directors, but can be less or more if set forth in the bylaws. However, in any event, a quorum cannot be less than one-fifth the number of directors, or two directors, whichever is greater.
Under CA Corp. Code §7210, “the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board.” Therefore, all board actions taken to fulfill this objective must be subject to a motion or resolution which is recorded in the minutes, including the result of that motion. The single best guide on this issue is Roberts Rule of Order, Newly Revised, 12th Ediction, Section 48.
Nonprofits should keep the minutes of each board meeting, including basic information about the meeting, such as who attended, the date, time, and location of the meeting, and the issues discussed. Minutes also should contain a record of votes taken, and the outcome of the votes. A record of the discussion leading up to those votes, should be documented on matters where the diligence of the board is recognized to demonstrate serious deliberation, such as the approval of wages. These minutes serve as proof of the decisions that the board has made.
Boards of directors vote on major items of importance, but also on innumerable minor items, as well. For example, directors vote on matters such as whether to change the date or location of the next board meeting, whether the budget should be amended to allow the purchase of a trivial item not previously allowed in the budget, and whether to make a proclamation of thanks to to a volunteer retiring after 30 years of service. In reality, a board serves no purpose at all other than to pass resolutions, some of which are of great importance, and some of which are incredibly trivial and routine.
Call Us with Questions about Nonprofit Actions that Require a Vote
Call Church Law Center Today Don’t hesitate to contact the California nonprofit lawyers at the Church Law Center when you need assistance with legal issues related to your church, religious organization, or nonprofit organization. You can reach our offices by calling (949) 245-3177 or contacting us online to learn more about how we can help. We offer a wealth of experience handling the unique legal issues that nonprofit and religious organizations routinely face.