Volunteer Board Member-At-Large

Board Member-At-Large Responsibilities Include:

Primary Legal Duties:

  • Duty of Care: Take care of the nonprofit by ensuring prudent use of all assets, including facility, people, and good will;

    • Active participation. Board members must actively participate in the management of the organization including attending periodic meetings of the board, evaluating reports, reading minutes and reviewing the performance of the executive director.

    • Reasonable inquiry. Board members should request and receive sufficient information so that they may carry out their responsibilities. When a problem exists or a report on its face does not make sense, a board member has a duty to inquire into the surrounding facts and circumstances. The board member also has a duty to investigate warning or reports of officer or employee theft or mismanagement.

  • Duty of Loyalty: Ensure that the nonprofit's activities and transactions are, first and foremost, advancing its mission; Recognize and disclose conflicts of interest; Make decisions that are in the best interest of the nonprofit corporation; not in the best interest of the individual board member (or any other individual or for-profit entity)

  • Duty of Obedience: Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission.

Leadership, Governance and Oversight:

  • Serving as a trusted advisor to the executive director as they develop and implements PAALF’’s strategic plan

  • Reviewing outcomes and metrics created by PAALF for evaluating its impact, and regularly measuring its performance and effectiveness using those metrics; reviewing agenda and supporting materials prior to board and committee meetings

  • Approving the PAALF’s annual budget, audit reports, and material business decisions; being informed of, and meeting all, legal and fiduciary responsibilities

  • Contributing to an annual performance evaluation of the executive director

  • Assisting the executive director and board chair in identifying and recruiting other Board Members

  • Partnering with the Executive Director and other board members to ensure that board resolutions are carried out

  • Serving on committees or task forces and taking on special assignments

  • Representing the organization to stakeholders; acting as an ambassador for the organization

  • Ensuring the organization’s commitment to a diverse board and staff that reflects the communities PAALF serves


Board Members will consider PAALF a philanthropic priority and make annual gifts that reflect that priority. So that PAALF can credibly solicit contributions from foundations, organizations, and individuals, PAALF expects to have 100 percent of Board Members make an annual contribution that is commensurate with their financial capacity.

Board Terms/Participation:

PAALF will have its own board of directors made up of seven voting members. Board Members will serve a three-year term to be eligible for re-appointment for one additional term. Board of directors leadership positions include: board chair, board vice chair, board secretary, board seba and board treasurer.

All board members are subject to the PAALF Code of Conduct and generally held to a higher standard than general body membership. Attempts to resolve an initial violation of the Code of Conduct will carried out by the board chair, board vice chair or seba. If violations occur after the initial remediation efforts are completed, the member may be put on probation or terminated, at the discretion of the board chair and seba.

Meeting Protocols:

Meeting agendas shall be sent at least one week in advance to board members. Meetings are open to the community. Agendas shall include time for comment from community guests who are not regular members of the committee. Committees are to use and enforce ground rules. Meetings may begin upon permission from the eldest present, and close upon permission of the youngest.

Decision Making Process:

Decisions can be made if quorum of voting board members is present. Quorum is 50% +1. The Board of Directors will operate on a consensus basis.

Conflict of Interest:

Conflict of interest occurs when anyone has a financial interest or stake in the decision that is being made. Any board member who has a conflict of interest must disclose this conflict to the Board prior to the conflicting decision being made and recuse themselves from that decision. Any member who fails to do so may be cause for membership probation and is at the discretion of the board or board chair.

While transactions between the charitable corporation and individual board members, their families and business they own or operate should be avoided, they are not absolutely prohibited. Under certain circumstances, a contract or transaction between nonprofit corporation and its board members or an organization in which the director has a material or financial interest is acceptable. However, if the transaction is challenged, the board member will have the burden of establishing that the contract or transaction is fair and reasonable, that there was full disclosure or the conflict and that the contract or traction was approved by members or other directors in good faith. ORS 65.361. The board should only approve the transaction if it is clearly in the best interest of the charity.  

Board Attendance:

If a board-attendance problem exists regarding a member, the board chair will promptly contact the member to discuss the problem. The member’s response will promptly be shared by the chair with the entire board at the next board meeting. In that meeting, the board will decide what actions to take regarding the board member’s future membership on the board. If the board decides to terminate the board member’s membership, termination will be conducted per this policy (or the process may specified in the organization’s bylaws). The board will promptly initiate a process to begin recruiting a new board member.

Definition of a Board Attendance Problem:

A board-attendance problem occurs if any of the following conditions exist in regard to a board member's attendance to board meetings:

  • The member has two un-notified absences in a row (“un-notified” means the member did not call ahead to a reasonable contact in the organization before the upcoming meeting to indicate they would be gone from the upcoming meeting).

  • The member has three notified absences in a row.

  • The member misses one third of the total number of board meetings in a twelve-month period.