Number and Makeup
Every nonprofit is different, and in this section the bylaws should state clearly how many board members will be deemed as the minimum and maximum. Here, also include how many non-voting members will be invited to serve on the board. For example, a nonprofit school may have five board members and include the headmaster or principal as a non-voting member as this position can provide valuable insight during board meetings and reporting.
Election – How board members will be elected is also an essential element of your term policy. Cleary state when board members will be elected—annually, every two years, etc. You must also include how many votes a potential board member must receive in order to be elected; will it take the entire board to elect each member or can the potential board member be elected by a quorum?
Term of Office – Here comes the meat and potatoes of our sample policy for nonprofit board term limits. Determine the term of each office and if the member can be re-elected. It’s also important to determine whether board members can serve consecutive terms and for how long. Set guidelines on board members who resign, are dismissed or are no longer capable of serving due to disability or death. It is very important that board terms be staggered, meaning new member are elected either in even-numbered years or odd-numbered years. The reason for this is not only to include new insights and fresh ideas from the incoming, but also to retain the experience of the old for guidance and setting policy explanations. Discuss whether or not a nominating committee is needed, which we’ll talk about later.
Vacancy – In the event of a vacancy on the board, most nonprofits allow the president or co-chair to determine or recommend a new board candidate. However, to fill that vacancy, the candidate must receive a majority of board member votes to be approved.
Resignation and Forfeiture – If a board member decides to resign, a policy for replacement must also be put into place. In our sample policy, if a board member resigns, he or she must give written notice to the president (you can set a time the written notice must be given). Replacements are guided by the vacancy policy described above. Make sure to include the potential for removing a board member for any reason, at any time, and set how many members it will take to vote the member out.
Advisory Board – Both large and small nonprofits possess advisory boards. These board member, while not active in the day-to-day activities of the organization, usually include an odd number of members (three to five) and must include at least one organizer of the nonprofit at all times. Terms can be longer for advisory board members, and these types of members are usually invited to serve as they come from the community at large and are chosen based on their stature within the community. A judge or a local politician is a good example here.