Can a Non-Profit Board of Directors Also Be Paid Employees?

Can a Non-Profit Board of Directors Also Be Paid Employees? thumbnail
Although there are no laws against it, it's not the best practice for nonprofit employees to serve on the board of their organization.

A nonprofit board of directors has responsibility for fulfillment of the organization's mission and legal accountability for its operations. From those obligations, it follows that board members should come from outside of the organization.

  1. Best Practice

    • There aren't any laws that prohibit employees from serving on the board of the nonprofit for which they work. But, nonprofit management consultant Carter McNamara, who also developed the online Free Management Library for nonprofits, says it is a "'best practice.' The board always needs to serve the overall organization, not the needs of the staff."

    Board Matters

    • Boards are charged with, among other things, establishing an organization's mission, creating a strategic plan to accomplish the mission, and devising fair policies and procedures for human resource management. McNamara says a situation could get "tricky when a board is discussing personnel matters, such as staff salaries. In those cases, staff who are board members should recuse themselves from the discussion--and that should show in the board minutes."

    Exceptions

    • According to McNamara, there are two occasions when having an employee on the board might make some sense. "In very new nonprofits or nonprofits that have highly technical programs that only the executive director understands at first, it's tolerated more that staff be on the board," he says, adding, "over time, the staff should migrate off the board, though."

    Other Guidelines

    • Board composition guidelines from the Minnesota Council of Nonprofits state that "no more than one employee of the organization should serve as a voting member of the board of directors, and staff should not serve as chair or treasurer of the board."

    Other Considerations

    • To avoid a conflict of interest, if a board member is considered for employment in the organization, he or she should withdraw at least temporarily from board deliberation, voting and access to any applicable board information.

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  • Photo Credit Image by Flickr.com, courtesy of jRa7 QaTar

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