Page 24 - Washington Nonprofit Handbook 2018 Edition

encourage supporters to volunteer for the organization because they feel a greater
sense of belonging. However, some organizations may find that the burden of
obtaining a membership vote to carry out certain organizational actions, such as
electing directors, outweighs any benefit to having members. This problem can be
particularly burdensome as an organization grows larger.

It is also important to consider the procedures under which membership
rights are granted. Such considerations include the amount of notice to give
members for meetings, the number of members needed to constitute a quorum,
and whether voting by proxy will be permitted.

b. Board of Directors

Under the Act, the governing body of a nonprofit corporation is called the
“board of directors,” and the individuals who serve on the board are referred to as
“directors.” Sometimes nonprofit organizations call their board a “board of
trustees” and refer to the members of the board as “trustees.” Either form of
terminology is permitted in Washington. For purposes of this Handbook, the terms
“board of directors” and “directors” will be used.

The board of directors manages the business affairs of the corporation.
Usually, this means that the board sets policy, adopts and oversees the budget,
hires the executive director and makes other major decisions for the organization.
Sometimes, particularly as organizations are just starting up, the board of directors
is involved in the day-to-day management of the organization.

Before recruiting a board of directors for an organization, it is important to

think about the ideal size of the board, the length of a term of board service, and
the qualities of individuals you want to have as directors. Factors in making these
decisions include:

y Whether the board is intended to represent the community the
organization will serve or the community in which the organization will
be active.

y What role the board will take in fundraising. Will individual directors
be asked to make a contribution, and is the contribution a significant
one? Do you intend to rely upon board members for connections into
resources such as businesses or foundations? Will the board be
planning and putting on fundraisers for the organization?

WASHINGTON NONPROFIT HANDBOOK -13- 2018