Can we do this in only 3 days?

Posted in emergency / policy / board of directors / board meeting

Can we do this in only 3 days?

Your non-profit has been selected to apply to a special funding program. Not tiny little peanuts funding, we’re talking 6-figure, big-bucks. No problem. As a non-profit executive director, you are very experienced writing grant applications. The catch? This odd little funding program requires you to have board approval to apply.

The last board meeting was 4 days ago, and the next one is 7 weeks away. You know your board won’t turn down an opportunity to receive additional funding, but how can you get that emergency approval between meetings, and how do you record the somewhat unconventional process into proper board minutes?

The difficult position of needing a decision between board meetings.

Non-profit executive directors can find themselves in a difficult position when the need for board approval arises between regular meetings. The frustration doesn’t stop with figuring out how to get approval without waiting for the next meeting, but also the worry if there is legislation that prevents the organization from this sort of decision-making. For a minute, just a brief minute, even the most experienced executive director will wonder if the funding program is worth the hassle.

Check legislation and bylaws before proceeding.

While a non-profit won’t want to make it a regular practice to seek approvals between meetings, the reality is, some decisions need immediate attention.

There are two traditional oversight entities to check before proceeding. First, if a non-profit’s provincial/state legislation outlines the process to follow, then the answer is easy – follow that process. Next, check the non-profit’s own bylaws. If they prohibit decisions between meetings, then a full meeting will need to be called. In both instances, however, the practice of making decisions between meetings is generally left to the board to determine by developing its own policy for responsive decision-making.

Try this starter process.

In those urgent cases when a decision can’t wait, a non-profit executive director can request approval. It is courteous to begin by connecting with the board chair for a quick discussion. This is usually followed by an email sent to the whole board, summarizing the situation, and requesting approval using the form of a motion-style sentence. Here is an example.

Our non-profit has been invited to apply to the ABC Special Funding program. The deadline is prior to the next regular board meeting. The funding program requires board approval for all applications. The funding is significant and will be beneficial to operations. The board will be familiar with this funding program, as we were invited to apply 3 years ago.

I am seeking board approval “to apply for the ABC Special Funding program.”

Please send your vote for/against/abstain, by email, prior to Monday, 5 PM.

If a non-profit board doesn’t have a policy already in place, a common starter practice is for the first approval received by email, to be considered the one making the motion, the second approval received by email, to be considered the one seconding the motion, and the remaining responses considered the vote for/against the motion. Standard board voting majority will apply. The process works, provided the decision is quite simple, doesn’t need a discussion, and there is little chance the approval will fail.

Having a policy already in place for urgent items like this will sometimes be created after a non-profit’s first experience with needing board approval between meetings. The board chair can add the topic to the agenda for the next regular meeting, and the board may choose to keep the starter process, or tweak to follow something different.

Minutes are required.

The executive director will then be tasked with finding a way to record the details of email voting. Simplicity is key. The format for these minutes needs to remain consistent with the board’s traditional minutes, beginning with any usual logo and title.

  • In place of a single date and time for the meeting, the date range will be recorded, such as from the date the email was sent out, to the deadline for voting.
  • In place of the location of the meeting, a phrase such as ‘Email Approval’ will be recorded.
  • In the place of the usual array of agenda items, from call to order to adjournment, the motion will be recorded.
  • Individual votes will also be recorded in the minutes, using a format such as each board members’ name as well as the date and the time the email vote was received.
  • If the board’s traditional minutes include a place for signing, that is added to these minutes as well.

The individual email votes will be saved for auditor review. The minutes will be approved and signed at the next regular meeting.

Strive for a win-win.

I know the governance purists reading this will be shaking their heads. But non-profits don’t stop operating between board meetings. Sometimes speedy decisions are needed. A policy to approve those decisions, and a practice to record the approvals, will empower an executive director to keep operations rolling and reaffirm the board’s the authority to govern. It can be a win-win.

Your turn.

What sorts of approvals has your non-profit needed to handle between board meetings? From surprise funding opportunities to strange purchases, I’d like to hear all about it. Please use the form on the side of the page to let me know, ..or send me an email, ..or message me on socials.


Hi, I'm Christie. I help executive directors develop the systems and processes needed to run a non-profit.

I learned early in my career, there is no non-profit school. Browsing the internet for resources from big-city experts doesn’t provide practical solutions to balance the budget, write a work plan, or conduct an employee evaluation. Leadership development tips don’t really resonate when you are also taking out the recycling and cleaning the washroom.

I created so non-profit leaders never need to wonder how to do the job – no matter how big or small that job is.

I have been the executive director of small-team, small-budget, non-profits for 20+ years. My experience isn’t theory. It is the real, operational, and practical solutions I use every day.

I love my work and I want to help you love yours too.

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