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If an employee is also on the board, there could be potential conflicts of interest. For example, the employee might be hesitant to vote against a proposal put forth by management, even if it's not in the best interests of the company.
I have reviewed [Name of Nonprofit's] conflict of interests of policy and I understand that it is my obligation to disclose a conflict of interests, or appearance of a conflict, to the chair of the board when a conflict, or appearance of a conflict, arises, and that for transactions in which I have a conflict, I will ...
Examples might include: The chief executive of the organization is a spouse or close relative of the board member. The board candidate is also the chief executive of an organization with a similar mission and program structure.
In terms of federal laws, the Form 990 that nonprofits fill out annually asks whether the nonprofit has a written conflict of interest policy and how the organization determines whether board members have conflicts. It also requires the nonprofit to outline its process for managing such conflicts.
An employee can be on the board of directors but there are a few things to keep in mind. First, the company must allow it in the bylaws. Second, the employee should not have any conflicts of interest. Third, the employee must be willing to take on the responsibilities of a board member.