Board actions for New York nonprofits
ArtsPool's relationship to your board
Because ArtsPool is not part of your organization, we do not interact directly with your Board without your participation or instruction, nor can we manage your Board or its processes. We can support your efforts by providing information or processing documents, but we rely on you to lead the process on Board matters. For more information, see our Member Board relations guidelines.
Board actions are required for certain activities (corporate policy adoption, budget approval, salary authorization for Executive Directors, etc.) and are considered best practices for many other areas such as approval of employee handbooks. The Board has a legal fiduciary responsibility to govern and direct the organization in accordance with Federal and state law. As such, it is responsible for keeping minutes of its meetings, documenting all Board actions, and ensuring that all financial reports required by law are filed on time. Boards should ensure that all of their members are educated regarding the roles and responsibilities of the Board as a whole and of each Board member individually.
Below are some useful links, but it's always best to speak to your lawyer or accountant if you have technical questions about Board matters.
Right from the Start: Responsibilities of Directors of Not-for-Profit Corporations (NY Charities Bureau)
FAQs - Governance - Duties of Board Members (NY Charities Bureau)
Meetings and minutes
Boards must have at least one meeting per year, but many Boards meet quarterly. Some organizations' bylaws define specific Committees that meet quarterly, monthly, or on an ad hoc basis as issues arise. The Board and its Committees should keep written records of their calls and meetings, a.k.a. "minutes", and submit these minutes to the full Board for review and approval at the next meeting. The minutes should be kept on file and provided to the organization's auditor during audit. If you don't provide these to us during the fiscal year, your Member Liaison will request them at the start of the audit (though we do like to read them so submitting them in advance is preferable).
Taking action at a meeting
The easiest way to take a vote as a Board is to simply take a voice vote at a meeting at which a quorum of the Board is present, as defined by your bylaws. In such cases, a simple majority vote is required for the motion to pass unless your bylaws, Federal law, or state law say otherwise (e.g. when electing an employee as the Board Chair).
Taking action by Executive Committee
It is a fairly common practice for nonprofit bylaws to empower an Executive Committee to take action on behalf of the full board. That said, having an Executive Committee is not a requirement, and the Executive Committee's delegated authority to make decisions for the whole board should not be assumed. When in doubt, check your organization's bylaws.
Taking action by Unanimous Written Consent
Per the New York State Nonprofit Revitalization Act of 2013, Boards in New York State are permitted to take action electronically via Unanimous Written Consent (UWC). A UWC means:
- All Board members vote.
- All Board members agree.
Any abstentions or dissensions invalidate the vote, in which case the matter would need to be taken up at a meeting of the Board with a quorum present.
A UWC can be done via email if records are kept of all votes, but ArtsPool can process them via our digital signature system DocuSign using our Unanimous Written Consent Template. If you would like us to process a UWC, just submit a request online and your Member Liaison will set it up for your review before sending it out.