Why does Independence Northwest have a Board of Directors?
A Board of Directors is required to run a nonprofit organization in the United States. Nonprofits aren’t “owned” by anyone, unlike some traditional businesses you might think of. No one “owns” Independence Northwest – rather, it can be thought of as an organization owned by the public. Obviously, every member of the community cannot attend board meetings for every nonprofit. Therefore, the Board of Directors can be viewed as members of the community who are ensuring the agency runs well and in the best interest of the people being served as well as the community at large. All of the individuals serving on the Board are called Directors.
Isn't your name Northwest Community Connections?
Our legal name is Northwest Community Connections Inc. After several months of experiencing confusion around our name, the Board of Directors decided on an easier to remember business name. We filed for a DBA (doing buisiness as or "assumed name") and now operate under this title. The primary reason behind this decision is ease-of-use.
What does the “Inc.” mean at the end of Northwest Community Connections?
The “Inc.” is short for “Incorporated”. Northwest Community Connections Inc. (DBA Independence Northwest) is a nonprofit corporation that has been incorporated. A business decides to incorporate in order to establish a legal difference between the personal assets (belongings) of an individual from the assets of the business.
What does 501 (c) (3) mean?
501 (c) (3), in very basic terms, means that Independence Northwest is a nonprofit organization. It also means that the agency was not formed for private gain (to make money), but instead for public benefit purposes. We are a nonprofit, charitable organization (sometimes referred to as a "public benefit" agency). Agencies like ours do not have to pay taxes in the same way a for-profit business must pay taxes. In addition, a nonprofit is allowed to fundraise and accept public donations. All money donated must go back into the business and can only be used for charitable purposes.
What are Bylaws?
Since we have already established that we are a nonprofit and we are run by a Board of Directors, the next step, naturally, is to be sure that there are rules for the people who watch over, direct and lead the agency. Bylaws are basically a set of rules or laws that state what the Board of Directors can and cannot do. Without such rules, many state and federal laws could be broken easily. The Bylaws state, in more legal language, many of the questions and answers listed in this Q&A document.
Why doesn’t Independence Northwest have members?
Independence Northwest is what is known as a “non-membership” corporation. This basically means that only people elected to the Board are allowed to watch over, direct and lead the business. Some organizations choose to have members who are not on the Board but have some level of authority around how the organization operates. We have chosen to only allow elected Board Directors to have authority. Everyone serving on the Board is called a Director, not a member.
What are the responsibilities for a Director holding office on the Board of Directors?
The Board of Directors, as a unit, has many responsibilities. The primary responsibility of the Board is to oversee the operations of the agency. The Board meets on a regular basis, votes on changes to the way the organization runs, reviews, approves and assists with developing policies, reviews and approves the budget that runs the business and much more. The Board’s watchful eye is very important to make sure that the agency continues in the right direction, meets all local and national requirements and gives the best possible service to our customers.
Do the Directors get paid for being on the Board of Directors?
In short, no. Directors are volunteering their time and expertise for the good of the community at large. No Director on the Board will receive an hourly wage nor a salary. There are times when the agency will reimburse Directors for mileage or transportation costs, but under no circumstances should a Director consider him or herself employed by Northwest Community Connections Inc.
How many people can be on the Board of Directors for Independence Northwest?
At present, the Board can be as few as three (3) and as many as nine (9). At least 51% (the majority) of the people on the Board must be people with developmental disabilities and/or relatives of people with disabilities.
How long can a person be a Director on the Board of Directors for Independence Northwest?
The “term” for Directors is currently two (2) years. A Director may be re-elected to the Board for two (2) terms in a row, for a total of four (4) years. After that, the Director must take one year off before applying to be on the Board again.
When a person leaves the Board, how soon before their position must be filled?
A position on the Board must be filled by the next regularly scheduled Board meeting if it means that the Board will be below its total minimum number of members.
Can a person who works or serves on boards for other programs serving people with developmental disabilities also serve on Independence Northwest’s Board?
Yes. In fact, we would encourage people with Board experience and/or experience working with other programs to apply. It is important to realize, however, that a person serving on the Board is there as an individual community member and does not represent the agency/agencies he/she might work with or for. There is a Conflict of Interest clause in the Bylaws that addresses this situation and explains the responsibilities of Directors who have these affiliations.
Can a Director be personally liable (financially or otherwise) by serving on the Board of Directors for Independence Northwest?
No Director will be held liable for monetary damages from their conduct as a Director, provided they meet the standards of requirement required by the Oregon Nonprofit Corporation Act. There is what is known as an “indemnification” clause in our Bylaws that explains this in great detail. The agency will also provide liability insurance to make sure our Board is covered for actions during their stay as a Director on the Board.
Are Directors and Officers the same thing?
Somewhat. The difference between a Director and an Officer is that an Officer has a very specific set of responsibilities beyond the responsibilities of a regular Director. The Officers for Independence Northwest are President, Secretary and Treasurer. These three Officers are elected by the Board. Any Director can apply for an open Officer seat, provided they are willing and able to fulfill the duties described in each Appointment Description.
When and where are the Board meetings held?
The meetings are always held at the agency’s office. The meeting times have not yet been set, but are every few weeks at present.
Are there other meetings besides the regular meetings?
There can be. Officers can request a Special Meeting when something important comes up that cannot wait for the regular meeting.
Can a Board Director participate via phone?
Yes. A Director can definitely call in and participate. The only rule is that the Director on the phone and all other Directors physically present must be able to communicate with others and understand fully what is happening during the meeting.
What is a quorum?
The definition of a quorum is “the number (as a majority) of officers or members of a body that when duly assembled is legally competent to transact business”. In other words, it is the majority of the Board members present. At Independence Northwest, there can never be less than three people present during a meeting in order to meet this requirement.
Who runs the Board meetings?
The Board meetings are run by the President, who acts as the Chair. In his or her absence, the Secretary runs the meetings.
What is an Executive Committee?
An Executive Committee is a group of people from the Board (usually the President and the Secretary at the very least) who have the authority to make on-going decisions about the operation of the agency. The Executive Committee always reports back to the entire Board when decisions have been made or actions taken.
Can a committee make changes to the Bylaws, Articles of Incorporation or make other substantial changes to the organization?
No. A committee (be it the Executive Committee or another special committee) cannot change the founding documents of the agency.
Does the Board of Directors hire all the staff for the agency?
The Board of Directors hires the Executive Director. In addition, the Board is responsible for doing an annual evaluation of the Executive Director’s work and will decide what (if any) raise is given to the person in that position.
The Executive Director, in turn, is responsible for hiring the rest of the staff, with input from the Board.
Is the Executive Director technically “on” the Board of Directors?
At Independence Northwest, the Executive Director is not technically “on the board”. He/she does not have voting power. However, the Executive Director attends most or all meetings and often serves on the Executive Committee since he/she is most involved in day to day operations, state policy changes, etc. The Executive Director is the Board’s link to the organization’s operations and will often make presentations to the Board in tandem with Officers or Directors.
Does the Board of Directors set the salaries and hourly wages for the agency’s staff?
The Board of Directors has full involvement in developing the budget that runs the agency. The Board of Directors of most agencies will set a range (for example from $10 to $12 per hour) for positions and the Executive Director will make the final decision about an applicant’s wage. Naturally, the Executive Director is responsible for staying within the budget the Board has built.
What happens when Independence Northwest decides to stop doing business? What happens to the money?
If Independence Northwest chose to close its doors, it is required by law (as a nonprofit) to give all remaining money to another nonprofit organization or back to the state.
How are changes made to the way the Board operates?
Any significant changes come through a revision of the Bylaws. The Bylaws can be revised at any time the Board sees it necessary.
How do I apply to be on the Board of Directors?
You may apply for the Board of Directors by submitting the Application for the Board of Directors to a Director, Officer or the Executive Director. |
