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BOARD COMPOSITION
Discussion
Composition of the board is detailed in a nonprofit’s bylaws. In the case of the VA-affiliated nonprofits, the minimum make up of the board is spelled out in the authorizing statute (see below). Additionally, an NPC must comply with state requirements. However, after meeting these minimal requirements, an NPC
may add more board members and determine their qualifications. In writing or
modifying the bylaws, the board should give careful consideration to composition
of the board.
One key factor is determining the “decision-making majority.” That is, given a quorum, how many board members does it take to make a decision? For example, if the board has just five members (the minimum required by the NPC authorizing statute), a quorum is likely to be three. Therefore, the decision-making majority is just two. Considering that it is sometimes necessary to recuse
board members from participating in some actions to avoid potential conflicts of
interest, a board consisting of only five members may be inadequate to ensure
good governance.
To increase the decision-making majority, broaden participation, ensure representation of different perspectives, and acquire valuable skills such as accounting and legal expertise, NAVREF recommends that NPC boards consist of seven to nine members. Appointing one or two principal investigators to the board is often a positive step.
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