Denhac has a board?
To meet our obligations as a 501c3 organization, denhac establishes a board of directors elected from 7 eligible members. Each Board member’s term is a year long with elections occurring in April (4 positions) and November (3 positions), allowing the general membership to select who should fill the open slots. Once the new board members have been selected, the board votes to assign the Chair, Vice Chair, and Secretary roles. You can find more information about the board’s composition in Article III of the Bylaws and information about officer responsibilities in Article IV.
This document aims to outline the responsibilities that board members must be prepared to shoulder that non-board members cannot according to the organization’s bylaws or other official policies. It is free to change as the Board’s role changes and matures to meet new demands over time. All members of Denhac should be familiar with this document to understand the role the board maintains in the organization.
What does a nonprofit board in general do?
To borrow some phrasing from the National Council of Nonprofits,
Board members are the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as by making sure the nonprofit has adequate resources to advance its mission.
A board is first and foremost meant to preserve the organization by carefully scrutinizing spending and keeping the organization on the right side of the law. Obviously, there’s plenty of room for interpretation here, but there are 3 axes a board should always consider as it carries out its duties. These are:
- Duty of Care – Exercise reasonable thoughtfulness and attention towards making a decision
- Duty of Loyalty – Always act in the best interests of the organization
- Duty of Obedience – Advance the organization while remaining true to the organization’s mission and external regulations
What does our board do?
One reference for our implementation of a board is maintained in Denhac’s official Bylaws. In practice, our Board addresses issues that are out of scope of what can be realistically driven by individual members. These issues can include, but are not limited to:
- Paperwork with the government, utilities, landlords, and other items that can be considered routine administrative tasks.
- Budgetary discretion. The Board will approve or deny members’ requests to pull from Denhac’s treasury to fund significant projects or expenses that will benefit the space.
- Manager appointments. The Board appoints managers and allocates them a monthly budget for the purpose of handling day to day operational expenses without having to wait for board approval.
- Conflict resolution among members. In the event two parties within the membership can’t resolve a severe disagreement, they can ask the Board to arbitrate or the board can intervene on its own accord.
- Rules. Generally, Denhac relies on its members to be considerate and well mannered, but if a strict rule is necessary to prevent a collective failure, the Board has the final word in passing those rules.
- Membership standing. If a member has done something heinous enough to warrant it, the Board can revoke that person’s membership.
How does the board get involved in spending decisions?
If any member wants to use funds from Denhac’s treasury, beyond the budget allocated to managers, the Board will hear out those plans and choose to approve or deny funding for their proposal. A candidate proposal for funding must reasonably benefit the space. The Board convenes to hear out and vote on member proposals during monthly board meetings. The meetings are open to all members for their feedback and transparency, and the minutes are published on the Denhac website for posterity. During a board meeting, the Board may simply decline or request further information if it isn’t convinced that a proposal is in the best interest in the space and confident in the plan to execute on the proposal. With modifications addressing the Board’s concern, a proposal can be reintroduced as early as the next meeting, or in certain circumstances where time is a factor, the Board may schedule a special meeting to approve or deny the proposal’s reintroduction.
Because member involvement and transparency are paramount, the Board will never approve spending outside an open board meeting. Proposals are taken seriously, always conducted in an open forum for membership visibility, and are reviewed in detail to eliminate any ambiguity regarding how funds will be spent. Board members with a conflict of interest must recuse themselves from the vote, as outlined in the bylaws. This provides a transparent process that builds trust between all members of the space, and allows the board to closely monitor the flow of funds on a regular basis. Funding for the organization comes almost exclusively from members dues, so steps must be taken to ensure that our spending is controlled and with purpose