Gwendolyn S. Hailey,
Attorney at Law

How to Handle the "Problem" Board Member

By Gwendolyn S. Hailey, Esquire

A fully functioning Board of Directors of a non-profit organization is essential for growth and continuity of the organization. The focus of the Board should be to carry out the mission of the organization. Unfortunately non-functioning or uncooperative Board members take the organization’s focus away from serving their target population or purpose. As a member of the Board or a stakeholder in the organization, what can you do?

First, you must assess the situation to determine the nature of the problem. What makes the Board member a "problem"? Perhaps you are too close to the situation and personal feelings will not allow you to properly assess what is happening on the Board. If this is the case, it may be necessary to bring in someone from outside the Board to analyze what is happening on the Board. Different situations require different approaches. For example, non-participating Board members may simply be over-extended in their time commitments. Or, there may be discontent regarding Board leadership or the current focus and direction of the Board.

While it is not necessary that all Board members agree, all the time, it is important that they are committed to carrying out the mission of the organization. Diversity of backgrounds and opinions on a Board is a good thing! Diversity of thought allows the organization to grow and adapt to the changing needs of their target population. This keeps the organization relevant and insures it will be around in the future.

However, when the Board becomes bogged down due to inactivity, a decision must be made to move forward. Decisive action must be taken. Often a consultation with a non-profit expert will put the organization back on track. Sometimes more extensive Board training is required.

Whatever the remedy, the population that the organization serves looks to the Board for leadership and to take action.

For specific solutions to organizational issues and Board challenges, contact the Law Offices of Gwendolyn Hailey at 919-687-7778 for a free initial consultation.

Ó Gwendolyn S. Hailey 2007

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Leveraging Political Power for Economic Inclusion

Presented by Gwendolyn S. Hailey, Esquire

“Successful advocacy organizations understand that leveraging political power is a continuing process…to be truly effective the process never ends and never lets up”

The Strategy

A.               Affecting the outcome of elections at every level.  Remember all politics are local! 

B.                Formulate and promote the solution to the organizations defined issues.

C.                Extracting the political support from elected officials for the goal the organization has set for the issue.

The Process

I.       Define the goal

Be clear on what you want to achieve.  Identify the outcome. 

Next, determine your political targets  (both elected and appointed) and the audiences most likely to influence them. 

II.    Frame the issue or issues

Develop an appealing advocacy message to advance your issue. Make the message clear and compelling, one that will resonate with your target audience and push political targets to action.

III. Access resources

What resources are available for your campaign?  Will it be necessary to raise funds to get your message across?  Even volunteer organizations need budgets!

IV. Communicate with your base

Tell them how they can help.  Keep them updated on your progress and actions.  Keep them engaged.

V.  Report your results

Include an analysis of why you were successful or not so successful.  Remember this is an ongoing process.  There are lessons to be learned from every issue campaign.  

For additional information for your for-profit or non-profit corporation, please contact the Law Offices of Gwendolyn S. Hailey at 919-687-7778.

Ó Gwendolyn S. Hailey 2007

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The Importance of Corporate By-laws

By Gwendolyn S. Hailey, Esquire

Both for-profit and non-profit corporations need corporate by-laws in order to operate their organizations effectively. By-laws are the official rules that determine how the organization makes major decisions and changes. By-laws determine such things as:

1. The time and place for meetings of officers, directors, and shareholders;
2. How many directors, their tenure, and their qualifications;
3. Title and compensation of the corporate officers;
4. The fiscal year of the corporation;
5. How the bylaws are to be amended and who is responsible for providing notice to other board members;
6. Any rules on the approval of contracts, loans, checks, and stock certificates;
7. Inspection of the corporate records book.
8. Any other issue that is important to the organization.

In most states where corporations are registered in, it is not necessary that corporate by-laws be filed with the state corporation bureau. However, so that every stakeholder is familiar with how the corporation will be operated, by-laws need to be developed and voted on by the Board of Directors. They also should be available for public inspection.

Make no mistake, by-laws are very important to ensure the orderly progress and growth of a corporation. Effective by-laws should be individually tailored to an organizations strategic plans and mission statement.

For additional information or guidance on drafting by-laws for your for-profit or non-profit corporation, please contact the Law Offices of Gwendolyn S. Hailey at 919-687-7778.

© Gwendolyn S. Hailey 2007

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