Frequently Asked Questions

You’ve got questions. We’re here to answer them.

Q: Should we use board member contracts?
A: In board agreements, it is also smart to add what the board member can expect from the organization. This approach communicates a reciprocity between the two as partners in leadership. See the Sample Board Member Contract.

Q: If a Board Member can not be physically present at a Board of Directors meeting, is it permissible for that member to participate in the meeting by telephone?
New York State law states that unless restricted by the organization’s by-laws, any member of the board may participate in a meeting by conference telephone or similar communications as long as that person can hear everyone at the meeting and everyone at the meeting can hear him/her. That person should also have all of the materials that the board has access to at that meeting. It probably would be wise to amend the organization’s by-laws to state this option precisely.

Q: If an issue arises at a Board of Directors meeting which needs to be resolved by a vote, and the board is made aware of all aspects of the issue, can a Board member who cannot attend the meeting e-mail his/her vote to the executive director?
A: If the board member is participating in the meeting via conference telephone or similar communications then he/she can vote at the meeting.

If this is to be action taken without a meeting, then the law states:  “…Unless otherwise restricted…by the by-laws, any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing action…” These should then be filed with the minutes of the proceedings of the board or committee.


For further information, please contact:

Center for Nonprofit Leadership
e -