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.
Aside: 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.
(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 how to proceed promoting awareness, fundraising, and setting up a patient registry for Circadian Rhythm Sleep Disorders.
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 be active for about two months. But to be able to handle business that comes up later, we often do not formally adjourn for much longer. During these 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.
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).
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; 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).
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 or resident. 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 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.
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.
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 . 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.
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 by Nov 15. The nominee must agree to serve, and must provide a statement (see previous paragraph) within a few days, to be on the ballot.
Dues-paying members vote from the list of nominees between Dec 1 and Dec 15. Directors start serving Jan 15. (3.15).