Circadian Sleep Disorders Network - Advocating for people with misaligned body clocks
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Further Description
Additional Requirements
Nomination and Election

Requirements for Directors and Officers of
Circadian Sleep Disorders Network


A nonprofit corporation is governed by its Board of Directors. They vote on the major decisions taken by the organization. The board of directors vests certain day to day responsibilities in the officers.

Directors and officers are fiduciaries. This means that, when performing official business, you put the organization's interests first.


(Article and Section from the Bylaws noted in parentheses)

"Meetings" are conducted by internet forum, so there is no travel involved, and you can participate on your own schedule (3.7).

Any single discussion is required to last at least 3 days to give people a chance to discuss things and to vote. Expenditures must be authorized by the Board. Recent discussions include how to proceed promoting awareness, fundraising, and setting up a patient registry for CRSD.

We ask that directors check the forum once a day if possible during a meeting, and vote (or declare they are abstaining) within 5 days of a vote being announced. Obviously this is not always possible, and we are only required to have a majority of directors participate in any one vote (3.7). The forum notifies board members of new posts, so it is not normally necessary to log in every day, but the notifications sometimes fail, so you do need to log in and check every few days.

Regular meetings (by internet forum) will be held 3 times a year (3.8), but there may be additional "special meetings" (by internet forum) as well (3.9), to discuss and vote on urgent issues that arise.

We expect meetings to last about two months in the coming year. They have run much longer on occasions when we had many organizational issues to discuss and to vote on.

We hope that board members can also volunteer to help with administrative chores.

Further description:

Directors are volunteers(3.6). Officers currently do not receive financial compensation.

Term of office: Directors are elected by the membership for two year staggered terms. There are no term limits, so anyone can be re-elected when his/her term is up (3.5). Any director may resign.... (3.16).

Names of directors and officers are public, and will appear on the AboutUs page of the web site. Email addresses with a domain will be provided and will be displayed there also, in a format that makes harvesting by spambots unlikely (using proprietary Javascript code for browsers that support it, images for those that don't). These can be forwarding addresses (mail goes to your existing email account) or new mailboxes (you'll have to check that in addition to your regular email account), your choice. Your photo is optional. Your address may be required on certain IRS (U.S. Internal Revenue Service) or State of Maryland tax forms, which for a tax-exempt organization are in principle public documents.

The treasurer must be a U.S. resident (4.2). She will need to keep meticulous records, both financial records and membership lists(4.9). Duties are: entering member data into a spreadsheet; entering member dues payment into the accounting software; emailing check-paying members whose checks have not been received, and sending the password email to those who have sent checks. (President is available to help, and prepares the financial reports and tax documents unless the treasurer wants to do this.)

Additional requirements quoted from the Bylaws:

Directors shall be 18 years of age or older. Directors must have internet access and must provide an email address which they agree to monitor for board business. A director need not be a United States citizen. Directors must provide their real names, which will be made public via United States Internal Revenue Service (IRS) forms and on the organization's web site (3.2).

Each director shall fulfill his or her fiduciary duties in good faith, with that degree of diligence, care and skill which ordinary, prudent persons would exercise under similar circumstances in like positions. He or she shall act in a manner which is consistent with the principles of honesty, integrity, diligence, loyalty to the corporation, obedience to the laws governing the corporation's programs, and prudence in the exercise of due care for the benefit of the corporation (3.2).

Above applies also to officers(4.2). Descriptions of the duties of the various officers are in 4.6-4.9.

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

This statement may be in the form of an email with an electronic signature in a form as required by the laws of the State of Maryland, for example "(signed:) John Smith" (9.6).

The conflict of interest policy says roughly that you cannot vote to distribute funds or to authorize work for pay which benefits yourself or your family.

Nomination and Election of Directors

Directors may be nominated by the current Board between Sept 15 and Nov 20. This is the easier path to nomination. Alternatively, they may be nominated directly by the membership by petition, by at least 13 members in good standing (i.e. who have paid dues for the current membership year), as evidenced by emails sent by the 13 members to by Nov 20. Dues-paying members vote from the list of nominees between Dec 1 and Dec 15. Directors start serving Jan 15. (3.15).

To be considered for nomination by the Board, please send a BRIEF statement (less than 300 words) of why you are interested, and any skills or experience in related areas (such as writing, public relations, fundraising, law, accounting, healthcare, or other non-profit experience) to . Please submit this as soon as possible, but no later than Nov 10.

© 2017 Circadian Sleep Disorders Network
Last modified Oct 6, 2016
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