Legally, how can youth and community have a say in this non-profit?
June 16, 2015 8:59 AM Subscribe
How can we give these stakeholders real representation, while remaining in legal and free of conflict of interest?
I'm on the board of a not-for-profit school for youth.
1) We've always had a couple of our students on the board as full-voting members. Turns out, this is not a legally recognized practice. And opens us up to legal liability.
2) We've always had a parent and staff member on the board. We're told that this is an inherent conflict of interest. And opens us up to legal liability.
How can we give these stakeholders real representation, while remaining in legal and free of conflict of interest?
I'm on the board of a not-for-profit school for youth.
1) We've always had a couple of our students on the board as full-voting members. Turns out, this is not a legally recognized practice. And opens us up to legal liability.
2) We've always had a parent and staff member on the board. We're told that this is an inherent conflict of interest. And opens us up to legal liability.
How can we give these stakeholders real representation, while remaining in legal and free of conflict of interest?
Yeah, this is definitely a question for a lawyer. There may be resources in your area to help you find an attorney that works specifically with nonprofits. There's also the MeFi Wiki page on how to get a lawyer.
posted by bedhead at 9:23 AM on June 16, 2015 [1 favorite]
posted by bedhead at 9:23 AM on June 16, 2015 [1 favorite]
It may also be worthwhile to check with similar types of organizations or (even better) associations of similar types of organizations to see how they handle these issues. Your funders may also be able to provide information and guidance.
posted by uncaken at 9:36 AM on June 16, 2015
posted by uncaken at 9:36 AM on June 16, 2015
Response by poster: Ok, no legal advice.
RATHER, what are some organizations that have gotten youth and community member voices consistently and powerfully to the board without making them board members? What are ways to do that?
posted by jander03 at 10:00 AM on June 16, 2015
RATHER, what are some organizations that have gotten youth and community member voices consistently and powerfully to the board without making them board members? What are ways to do that?
posted by jander03 at 10:00 AM on June 16, 2015
Obviously just blowing off the lawyer is not a good move. And you may or may not be able to create a structure that legally does what you want.
I've been on the board of an organization that could not, for various reasons, have some of its major community members on the board or even as formal members. We dealt with it by setting up a separate decision procedure and having the board agree, informally, to run the organization according to the results of that procedure. Board votes were largely a formality.
There are, of course, limits to that approach. That agreement can't be legally binding (or at least I'd be pretty shocked to find out it could; I'm not a lawyer). The board (or often the general membership) can ignore the process and hijack the organization, and there won't be any legal recourse. A level of trust is required.
And the board is legally on the hook for what the organization does, so if the agreed upon decision process comes up with an actively illegal directive, the board members have to ignore it regardless. And I could imagine fiduciary issues coming up even if the acts weren't illegal in themselves. And all that has to be spelled out in advance, because otherwise you may have promises you can't keep, and I'm sure that's a source of legal trouble as well as much other trouble.
Regardless, of course, the official board has to actually look at decisions and participate in them, not just rubber stamp them... at least in cases where board approval would be required anyway. That's part of the whole fiduciary thing.
I think that if any of our formal board had been convinced that we could not legally do something, or that it was a clear breach of fiduciary duty, or that our personal risk as directors would be too high, we would have resigned. The worst case would be to have to refuse to do something and then resign. But it never came up, regardless. And it might never come up for your school, either.
Remember also that larger nonprofits make a ton of day to day decisions without the board even hearing about them. The board can delegate many things. Of course, that, too, requires both a certain amount of trust and diligent supervision, since the board is still on the hook for the actions of the delegates.
posted by Hizonner at 10:13 AM on June 16, 2015
I've been on the board of an organization that could not, for various reasons, have some of its major community members on the board or even as formal members. We dealt with it by setting up a separate decision procedure and having the board agree, informally, to run the organization according to the results of that procedure. Board votes were largely a formality.
There are, of course, limits to that approach. That agreement can't be legally binding (or at least I'd be pretty shocked to find out it could; I'm not a lawyer). The board (or often the general membership) can ignore the process and hijack the organization, and there won't be any legal recourse. A level of trust is required.
And the board is legally on the hook for what the organization does, so if the agreed upon decision process comes up with an actively illegal directive, the board members have to ignore it regardless. And I could imagine fiduciary issues coming up even if the acts weren't illegal in themselves. And all that has to be spelled out in advance, because otherwise you may have promises you can't keep, and I'm sure that's a source of legal trouble as well as much other trouble.
Regardless, of course, the official board has to actually look at decisions and participate in them, not just rubber stamp them... at least in cases where board approval would be required anyway. That's part of the whole fiduciary thing.
I think that if any of our formal board had been convinced that we could not legally do something, or that it was a clear breach of fiduciary duty, or that our personal risk as directors would be too high, we would have resigned. The worst case would be to have to refuse to do something and then resign. But it never came up, regardless. And it might never come up for your school, either.
Remember also that larger nonprofits make a ton of day to day decisions without the board even hearing about them. The board can delegate many things. Of course, that, too, requires both a certain amount of trust and diligent supervision, since the board is still on the hook for the actions of the delegates.
posted by Hizonner at 10:13 AM on June 16, 2015
You could bring them in as specially appointed advisors to the board who participate fully in every way except for the actual vote.
posted by erst at 10:26 AM on June 16, 2015 [1 favorite]
posted by erst at 10:26 AM on June 16, 2015 [1 favorite]
IANYL. Could you create an advisory board? Or simply have town-hall style meetings for input on a quarterly basis? These folks don't have to have the power to make decisions, they simply need to have a vehicle for being heard by your organisation, correct? There are a variety of online and meat-space methods to build such a vehicle. If you want to give these stakeholders real representation, then you need to create a safe space for them to express their concerns, thoughts, etc. in a way that your board registers their opinions and acts accordingly. Part of that is simply being organized enough to let these outside stakeholders know in advance that the board is considering X, Y or Z and asking for feedback before a decision is made. Or so it seems to me. Then again, I'm not in a nonprofit or on a board so I'm just making this up.
posted by Bella Donna at 10:31 AM on June 16, 2015
posted by Bella Donna at 10:31 AM on June 16, 2015
I've seen arts and cultural nonprofits create a "Youth Advisory Board" or similar for this purpose. Such a group often works more at the staff level rather than the board level, since the board isn't generally involved in day-to-day decisions, but if your board is more hands-on, it could make sense to integrate your youth advisory group with the board.
I'd look into the issues around parents on the board a little more (without ignoring your lawyer because someone on the internet said so). Independent schools routinely have a number of current parents on their boards. One way or another, you should have a conflict of interest policy that addresses how the board deals with situations where its members may have a conflict. A quick Google on parents on board conflict of interest brings up some interesting articles and model policies you could discuss with your lawyer.
I've also seen youth organizations put one or more young alums on the board after they turn 18 (or more commonly, post-college).
posted by zachlipton at 11:28 AM on June 16, 2015 [1 favorite]
I'd look into the issues around parents on the board a little more (without ignoring your lawyer because someone on the internet said so). Independent schools routinely have a number of current parents on their boards. One way or another, you should have a conflict of interest policy that addresses how the board deals with situations where its members may have a conflict. A quick Google on parents on board conflict of interest brings up some interesting articles and model policies you could discuss with your lawyer.
I've also seen youth organizations put one or more young alums on the board after they turn 18 (or more commonly, post-college).
posted by zachlipton at 11:28 AM on June 16, 2015 [1 favorite]
Obviously, get a lawyer. But there's no reason they couldn't be on an advisory committee.
posted by jpe at 12:39 PM on June 16, 2015
posted by jpe at 12:39 PM on June 16, 2015
I did an org training for a group serving youth and adults who underwent the same situation. My suggestion which was adopted was to create a funded youth advisory board who while not serving on the board, are authorized, by way of plan approval, to undertake certain decisions. Essentially, youth for youth. The group was a great way to keep interest and I have been told the group has been used to involve adults who can only give time (so are not suitable for a board role).
posted by parmanparman at 1:35 PM on June 16, 2015
posted by parmanparman at 1:35 PM on June 16, 2015
The students might get more out of a town hall meeting with representatives of the board. Also, are there areas that affect students' daily life where they could be given more control? Choosing curriculum? Handling disputes and discipline? Maybe there are ways to get them involved in how the school operates without being on the board.
posted by amicus at 8:03 PM on June 16, 2015
posted by amicus at 8:03 PM on June 16, 2015
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posted by brainmouse at 9:10 AM on June 16, 2015 [1 favorite]