<Back to Infofax Archive
12/26/01: The following are two Technical Assistant pieces of information that all nonprofits should have in mind when dealing with their boards and keeping minutes of meetings. Also is the listing of the Florida Housing Coalition's upcoming 2002 workshops. The final tidbit is an excellent op-ed by the National Low Income Housing Coalition's Sheila Crowley. Hope this helps.
Relations Between Nonprofit Boards of Directors and Staff
Are their problems?
The following questions point to areas that are often problematic for Boards of nonprofits and staff of nonprofits.
THE MINUTE BOOK
The Ultimate Shield
As long as the 'corporate formalities" are observed, the courts will not allow creditors to "pierce the corporate veil" so as to hold individual board members and staff personally responsible for corporate debts. Also, dissidents will not be able to get the Court to enjoin alleged authorized corporate actions.
Observing the "corporate formalities" means following the bylaws and then obtaining board authority for every corporate action. The minute book is the final word on whether the corporate formalities had been observed.
The minutes are the official record of corporate action. The minutes should not be a substitute for the corporation's newsletter. Some resolutions, perhaps call for an introductory sentence or two but you want to avoid recording too much of the discussion that occurred at the meeting (one persons comments, for example, might later be mistaken for 'official corporate action"). The threshold for inclusion, perhaps, is when someone makes a motion (whether or not the motion was "seconded"). Be sure to state whether the motion was seconded and, upon vote, identify who voted against the motion and who abstained. A standard item on the agenda of each and every board meeting should be the adoption of minutes from prior meetings. A document is not the "minutes" unless and until the board adopts actually passes a resolution adopting it as such.
A sign-in sheet should be attached to the minutes of each meeting so that you can later prove that a quorum was present,
WHAT IS A "CREDIBLE MINUTE BOOK
Without a credible minute book, however, there is no way to prove that the corporate formalities had been observed. A minute book should look like minute book. The minutes should be collected into a three ring binder, the minute book should contain a complete paper trail of every board meeting that was ever held from the very beginning until the present. It is very important to be able to show that the present board is operating with proper authority.
At least once a year the board of directors should pass a resolution stating the identity of the incumbent board members and stating their remaining terms. It usually a good idea to do this every time a vacancy is filled and after each board election. Hopefully the minute book will document the "chain of authority" running from the present day back to the date that the articles of incorporation were first filed.
Point of View by Sheila Crowley, President, NLIHC
A perennial and thorny issue for low income housing advocates is wages for people who do the work of the low income housing movement, especially those who build affordable housing. On two separate occasions recently, I have been reminded that this issue remains unresolved. On one hand, keeping construction costs, including worker wages, down should make housing more affordable. On the other hand, the people to whom low wages are paid cannot afford housing in their communities, potentially including the very housing they build. The problem is not just for construction workers, but for all staff of housing organizations. How can one reconcile advocating for more affordable housing for low income people and paying low income wages to one's workforce at the same time?
As with most such dilemmas, these are unraveled by going back to values, usually reflected in missions or goals. The mission (and mantra) of the National Low Income Housing Coalition is to end the affordable housing crisis. We say that there are three ways to do that: 1) improve ability to compete in the housing market by improving incomes and/or providing housing subsidies via tenant based assistance, 2) preserve the existing low cost housing stock, and 3) build more housing that low income people can afford. Vouchers, preservation, and production are common housing agenda items, and income issues should be as well.
That means supporting all income-improving policies, including increasing the minimum wage, enacting living wage ordinances, and maximizing income assistance programs like Supplemental Security Income (SSI) and Temporary Assistance to Needy Families (TANF). It means paying at least the living wage. It also means opposing wage-suppressing policies, including those that waive hard-won requirements for hiring union labor. NLIHC strives to use union shops for as much of our contracting as possible. The NLIHC Board of Directors adopted a policy to only use union hotels for our events, at the request of the Hotel and Restaurant Employees Union. This makes things more expensive, but it helps us live our mission, not just recite it.
Weighing all considerations, it remains antithetical (indeed hypocritical) for people who want to improve the social and economic well-being, including the housing, of low income people to undermine union labor requirements. The progressive housing movement will not succeed as long as we are divided on this crucial point.