The implementation of the current activities of non-profit organizations involves the adoption and proper execution of decisions of their governing bodies. Unfortunately, members of the governing bodies do not always know (and follow) the procedure for making and formalizing decisions, which can lead both to claims from the controlling state bodies and to negative legally significant consequences, up to the recognition of such a decision as voidable or null and void. You can protect yourself from this by observing the rules for convening and formalizing a meeting of collegiate bodies of a non-profit organization. The main provisions regarding the procedure for convening a collegial management body and making a decision by one or another body are enshrined in law, and are also specified directly in the charter of each organization. Thus, a decision of a collegial governing body (for example, the General Meeting of Members, the Presidium, the Council, the Board, etc.) of a non-profit organization is considered adopted if the majority of the members of this body present at the meeting voted for it; at the same time, at least fifty percent of the total number of members of this body must participate in the meeting. It should be noted that decisions on issues of the exclusive competence of the supreme management body of the organization are taken by a qualified majority of votes (2/3 or 3/4 of the total number of those present at the meeting), or unanimously (depending on how it is written in the charter). The issues of the exclusive competence of the supreme governing body of a non-profit organization include, in particular, the approval and amendment of the organization’s charter, the determination of priority areas of the organization’s activities, the principles for the formation and use of its property, the adoption of decisions on the reorganization and liquidation of the organization, on the appointment of a liquidation commission and on approval of the liquidation balance sheet and others. Also, the decision of the meeting can be made by absentee voting, however, it must be remembered that on issues of the exclusive competence of the supreme governing body, decisions are made only in person.
The Voting Procedure
The voting procedure is determined by the charter of the NPO. The possibility of conducting absentee voting should be expressly provided for by the charter. At the same time, the charter includes the following provisions: − obligatory communication to all founders (participants, members) of a non-profit organization or members of the collegiate supreme governing body of a non-profit organization of the proposed agenda;
− the opportunity to familiarize all founders (participants, members) of an organization or members of the collegiate supreme governing body of the organization with all the necessary information and materials before voting begins;
− the opportunity to make proposals for the inclusion of additional issues on the agenda;
− the obligation to inform all founders (participants, members) of a non-profit organization or members of the collegiate supreme governing body of a non-profit organization prior to the start of voting of the amended agenda, as well as the end date for the voting procedure. It is also important to establish deadlines for sending the above messages (and corresponding responses to them) in order to regulate the preparation and conduct of the meeting.
Protocols: What Must Be Included
All decisions of the collegiate governing bodies of a non-profit organization are documented in written protocols. The minutes are signed by the chairman and secretary of the meeting. The protocol on the results of in-person voting must contain the following data:
1) the date, time and place of the meeting;
2) information about the persons who took part in the meeting;
3) results of voting on each agenda item;
4) information about the persons who conducted the counting of votes;
5) information about the persons who voted against the decision of the meeting and demanded to make an entry about it in the minutes.
The protocol on the results of absentee voting must indicate:
1) the date until which the documents containing information on the voting of the supreme management body of the non-profit organization were accepted;
2) information about the persons who took part in the voting;
3) results of voting on each agenda item;
4) information about the persons who conducted the counting of votes;
5) information about the persons who signed the protocol.
We hope that this article helped you understand the voting system in a non-profit organization. After all, voting is the key to making a whole series of correct and meaningful decisions. The future of the organization depends on decisions.