A nonprofit entity’s articles of incorporation authorize the Board of Directors to establish a system of governance for the organization. The corporate by-laws spell out the system of nonprofit governance, including voting rights.


The Board of Directors for a nonprofit is responsible for the organization’s accountability to the public. The Board’s duties are set by state law and generally include setting policy and fiscal oversight.

Voting Rights

Organizational by-laws specify the voting rights of board members. Typically, each director is entitled to one vote. Membership organizations may, however, allocate board votes in proportion to the number of members that each board member represents.

Proxy Votes

The by-laws also specify whether board members may appoint representatives to cast proxy votes on their behalf.

Electronic Voting

Boards may establish procedures for conducting business via email, including polling of the board to create a record of the voting on a particular issue.

Conflict of Interest

Board members must disclose any conflict of interest and must refrain from voting on issues that present a conflict.