If your board hasn't met in ten months, that's not just awkward — it's a big problem.

In this episode, Meghan and I dive into a basic (but often overlooked) part of nonprofit governance: how often a board needs to meet, and what happens when it doesn't.

Real Listener Question: "My wife joined the board of a small arts nonprofit, but they haven't met once in ten months. The executive director sends quarterly updates by email — that's it. Is that legal?"

A board that never meets isn't really a board — it's a liability. Meghan and I talk about what state laws and bylaws actually require, what fiduciary duties board members are neglecting when they don't meet, and how to raise the issue without making enemies. We also unpack what counts as a real "meeting," why email updates don't cut it, and what to do if you're stuck on a board that's asleep at the wheel.

What You'll Learn:

• The bare minimum number of meetings a board should have each year
• Why your bylaws matter more than you think
• What fiduciary duties mean — and how ignoring them puts you at risk
• Why a one-way email is not a valid board meeting
• How to raise governance concerns without burning bridges
• When (and how) to walk away from a dysfunctional board

Bottom line: If your board isn't meeting, it's not leading. You can't fulfill your fiduciary duties by inbox — and sometimes, the bravest move is to speak up or step out.

Resources from this Episode

• Learn about fiduciary duties here: https://birkenlaw.com/cornerstone-content/what-does-it-mean-to-be-nonprofit-board-member/
• Previous Episode: When Nonprofits Should (Or Shouldn't!) Use PEOs for Their HR with Jess Holst: https://birkenlaw.com/charity-therapy-podcast/ct148/
• Episode Transcript: https://birkenlaw.com/wp-content/uploads/2025/10/CT149_Trasncript.pdf

Connect with Us

• Jess Birken: https://www.linkedin.com/in/jessbirken/
• Meghan Heitkamp: https://www.linkedin.com/in/meghan-heitkamp-829254115/

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• Rate & Review on Apple Podcasts: Click "Ratings and Reviews" then "Write a Review"
• Send us your nonprofit questions: https://birkenlaw.com/podcast/#podcast-story

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