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.
Basic Requirements:
Directors and officers are volunteers. They currently do not receive financial compensation.
A director need not be a United States citizen or resident. However all business is conducted in English
Directors shall be 18 years of age or older.
Directors must have internet access and must agree to monitor their email for board business.
"Meetings" are conducted by internet forum, so there is no travel involved, and you can participate on your own schedule. Occasionally we may chat over zoom, but attendance at these chats is not required.
Some people have been deterred from running because of a belief that board members are expected to donate or to raise money. We have no such expectations.
Additional requirements are described below.
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.
Meetings:
(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, and normally 5 days, to give people a chance to log on to the forum on their own schedule to discuss things and to vote. Expenditures must be authorized by the Board. Recent discussions include efforts to promote awareness, fundraising, finding an executive director, and publishing a paper based on results from our survey of circadian rhythm sleep disorders patients.
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 software 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.
In order to handle business that comes up whenever it does, we often do not formally adjourn
until it's time to start the next meeting. During inactive periods you should still receive
notifications when there is activity, but again it is recommended to log in
from time to time to be sure you haven't missed a notification.
We hope that board members can also volunteer to help as officers or to participate in other projects.
For those interested, minutes of past meetings are posted here.
Names: Directors and officers must provide their real names, which will be made public via United States Internal Revenue Service (IRS) forms,
and will appear on the
AboutUs page of the web site.
Company email addresses with a csd-n.org 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 but encouraged. 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. We do not post street addresses or phone numbers on the website.
The following descriptions of treasurer and secretary duties are what is currently followed. The bylaws may be a bit out of date in this regard:
The treasurer must be a U.S. resident (4.2). He or 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;
updating the newsletter mailing list and the dues reminder mailing list;
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.)
The secretary is responsible for writing up minutes of the meetings, and sending email notifications of upcoming meetings.
He or she collects candidate statements from people running for the board, and sets up balloting (with assistance from the webmaster).
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 the Bylaws, 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:
The conflict of interest policy says roughly that you cannot participate in a vote to distribute funds or to authorize work for pay which benefits yourself or your family.
Directors may be nominated by the current Board between Sept 15 and Nov 20. This is the easier path to nomination.
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 which you may have in related areas (such as writing, public relations, fundraising, law, accounting, healthcare, or other non-profit experience) to
Alternatively, board members may be nominated directly by the membership by petition,
by at least 10% of members in good standing (i.e. who have paid dues for the current or the next membership year).
The nomination is made by emails sent by these members to
Dues-paying members vote from the list of nominees between Dec 1 and Dec 15. Directors start serving Jan 15. (3.15).
Further description:
Additional requirements quoted from the Bylaws:
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).
Nomination and Election of Directors
. Please submit this as soon as possible, but no later than Nov 10.
To introduce the candidates to the voting members, this text will be used in the newsletter sent out prior to the election, and on the election ballot.
by Nov 10.
The nominee must agree to serve, and must provide a statement (see previous paragraph) within a few days, to be on the ballot.