Our board is dwindling and ...
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Topic: Our board is dwindling and ...
Posted By: Scott B
Subject: Our board is dwindling and ...
Date Posted: 10/18/05 at 7:02pm
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We are having a hard time filling all the positions. Does anyone have board members share the duties other than a secretary/treasurer position? I mean like ... president/treasurer or president/secratary ... anything like that? While we are very solvent, we just can't keep board members. And no ... they aren't quitting ... they're either dying or moving away. You have to really hate us to go THAT far.  With President, Vice-President, Secretary, and Treasurer as positions to fill ... we could conceivably be down to three people by Janruary. No one wants to be secretary/treasurer, but we could fill it with other combinations. Looking at our by-laws I don't see anything that stipulates anyone from holding multiple positions, so maybe that's my way out. Anyway ... just looking to see if anyone else has had this problem and if so, how did they deal with it. Thanks |
Replies:
Posted By: dougb
Date Posted: 10/19/05 at 11:53am
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Somewhere I have seen prohibitions against one person being both
President and Secretary (probably because the Secretary certifies the
Presidents signature on official documents) but I know of two cases
where the President and Treasurer are the same person. Most states have a minimum number of directors (usually three) and your by-laws will specify the actual number on your board. If you are below that number you are expected to make good faith efforts to fill the vacant positions. (Or you could change your by-laws to reduce the number of directors - but remember no sitting director can lose their seat by a reduction). The total number of the board depends on the role of the board. If you have a real operating board then five or seven directors is a good number. If you have a policy setting board (this usually means paid staff) then nine to eleven is a good number. If you have a fund raising board or a honorary board then the number can be fifteen or more. In this case the board will have an Executive Committee that operates as the day to day board and the rest will give, get or raise money. There are many reasons to have an odd number of directors. There was a time in my life where I would have resigned from a board if I had to raise money. Now I kind of enjoy it. I serve on a non-theater board which recently decided that we need an employee. We decided to get 10 people to kick in $5,000 a year for three years. I got three people to donate and we ended up with 12 people for a total of $60,000 a year for three years. It was fun!!! |
Posted By: Scott B
Date Posted: 10/19/05 at 10:32pm
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Thanks Doug. I'll look again in our by-laws, but I'm sure it says nothing about who can do what. Unfortunately I think we need to revise them. As many community theatre by-laws seem to be ... we got them from another theatre close by and much of it just isn't a good fit for us. I remember a conversation with my vice pres recently when he was joking that since I was president, I had no vote. I went to the by-laws later on to check on that and there is nothing in there about the president having no vote. He serves on that "other" board where we got our by-laws and I believe they voted to have the president's position as a non-voting member. I'm sure he's carrying that view over to our board as well. While we're reviewing the by-laws I think we should make quite a few changes that are applicable to our situation. When you're in a small community like we are, there's no way to keep up with everything it calls for. Heck ... we don't average one show a year in 7 years ... although we are going to look at two for '06. Well ... I wanted to be president. They were right ... be careful what you wish for.  Scott |
Posted By: PatrickArmagh
Date Posted: 10/25/05 at 1:10am
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A Suggestion along the lines of Doug's comment: If you board is dwindling, review the requirements of your state in regards to minimum requirements for a board of directors. Then, since you have a small board already, and your by-laws allow this option. Draft a new set of By-Laws!!! Limit your board to the minimum number required by the laws of your state, or make sure that a quorum is constituted by a meeting consisting of the minimum number required by law. If three is the minimum, try President, Secretary and Treasurer. Require two signatures on documents. Personally I recommend a board of five members, and not to exceed seven. Never an even number on a board, or you can run into voting issues. Allow for committees that report to each officer of the board. These can be filled by individauls who can not commit to attend every meeting, but are happy to help for short term periods. Make your new By-Laws ammendable so that with a quorum you can add members or remove members as vacancies appear, but make sure that they are concise as to what are the powers of the board. DO NOT OVERFLOW YOUR BY-LAWS WITH DETAILS CONCERNING COMMITTEES. List the most common committees and a short description of the roles of each committee, but include the statement. AS WHEN DEEMED NECESSARY. When you are satsified with the new BY-LAWS, and that they apply to the needs of your organization. Submit them, but make it a living document that can be amended as needed. As for finding new board members, here are a few recommendations. FIND A young CPA/ Recent(2-3 years) Accounting/Finance Graduate. Ask them to consider joining your board, and let them do what they know. There a a number that will use your board as a stepping stone at work, and to pad their resume. Plus, most have no life outside of auditing and welcome a social activity.(Speaking from experience here) Call your local accountants from the yellow pages. They can often reccomend someone from their staff. Just remember to avoid tax season and end of year Lawyer...same reason as above. Local Real Estate Agent or Developer -or- the Spouse. - This is for the business contacts. Realators and Developers want to be involved with things that they can use to sell their property. A few tickets to well done productions can do wonders for their business and yours. Your BANKER- If you have any money, lines of credit or mortgages, your BANK will be happy to provide someone to help look after their investment. This can sometimes lead to addition help when it comes to capital projects. Local Business Owners or Rotary/Kiwanis etc. You can often find people of various talent looking for something to keep them out of the doldrums. CATERER-comes in handy on opening night and special fund-raising events. Plus, it is free advertising for their business and can usually be a write-off for them. I once drafted a set of BY-LAWS that would eliminate the existing Board of Directors at the Annual Meeting when adopted. I was on the Board, but I did what I believed was right. It created two separate Boards. One for business and one for Everything Else. The Board of Trustees had five members, and were elected for three year terms. They met once a month. The GUILD met weekly. It contained the Reperatory and Production Committees, etc. The Trustees had little to do with the Theater except for managing business affairs. Three of the five never saw a show during their three year terms, but were able to solicit huge financial contributions for the theater. A Board Member does need to be on the same agenda as you. They need to serve their stated function per the BY-LAWS. I would never expect an Artistic Director to run a marketing campaign or draft the annual budget, but I would expect them to select some great works. Just think outside the BOX. |
Posted By: Scott B
Date Posted: 10/25/05 at 11:05am
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Patrick, Thank you for your well thought out reply. I've copied and pasted your comments for future reference. I'll have to do some checking to see what the minimum number of board members can be. I know absolutely nothing about these types of things. Perhaps I can get some info off the internet on a government site that explains it to me. I'm in the process of attempting to coax one of our founding members back into the fold. She became overwhelmed at one time because of a lack of workers. We just picked up an additional board member and an advisory member who are excellent workers. Perhaps if she sees that we're taking some steps in the right direction she'll consider serving once again. Thank you again. |
Posted By: PatrickArmagh
Date Posted: 10/26/05 at 3:29am
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Scott, Go to your state government website, and look up your state statutes. Most states have these available on-line. They are ponderous, but very helpful. You can also google a combination of your state and statutes, and sometimes find non-government sites that will list your state statutes. Look for the sections regarding corporate governance and non-profits if you are such and entity. I think three is pretty standard minimum. Here are some examples from Texas and Florida.
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