Plain-language summary: This page says what being on the Stimpunks board actually involves — the legal duties, the practical time, what each officer does, and what we owe you in return. We do not ask directors for money, and we do not ask for a level of capacity most Disabled people cannot sustain. If you are considering joining us, this is the honest description.
Table of Contents
- What a Director Is Here
- The Three Duties
- What We Ask
- What We Do Not Ask
- Access and Capacity
- The Officers
- The Board and the Staff
- Committees
- Joining, Serving, Leaving
- What We Owe You
- If Something Goes Wrong
What a Director Is Here
Stimpunks Foundation is a Delaware nonprofit nonstock corporation. There are no shareholders and nobody owns it. Under §1.2 of our Bylaws, the people serving on the Board are the members of the corporation — the two are the same set of people. When our governing documents say “members,” they mean the directors, not our wider community and not the people who receive our grants.
The Board holds the organization in trust for its mission. Not for its founders, not for its donors, not for its staff. That is the whole job, and everything below is a consequence of it.
The Three Duties
Directors of a nonprofit corporation owe three fiduciary duties. They sound abstract and they are not — each one has a concrete form here.
The duty of care. Pay attention, and decide like someone who has actually read the material. In practice: come to meetings, read what was sent, ask the question you are hesitant to ask, and vote on what is in front of you rather than what you assume is in front of you. A board that rubber-stamps is not saving anyone time.
The duty of loyalty. Act in the Foundation’s interest, not your own and not another organization’s. In practice: this is our Conflict of Interest Policy and the annual statement that goes with it. Having a conflict is normal and expected. Not disclosing it is the failure.
The duty of obedience. Keep the organization inside its own purposes and the law. In practice: we are a charitable organization and must stay one — which is why §6.2 forbids the Board from ever amending the bylaws to let a director, officer, or employee take profit from the Foundation, beyond reasonable compensation for work actually done and reimbursement of real expenses.
What We Ask
- Come to meetings. Attending remotely counts fully — §2.5 makes participation by phone or video presence in person, with no lesser status. Quorum under §2.6 is a majority of the whole Board, so attendance is not a formality: it is what makes decisions possible at all.
- Read the papers before the meeting. We send them in advance so that you can. If they arrive too late to read, say so — that is our failure to fix, not yours to absorb.
- Disclose conflicts when you become aware of them, not only once a year on the form.
- Sign the annual Conflict of Interest Statement, and the Board Member Agreement when you join.
- Keep board confidences. Not the finances — those are published. What stays private is what people tell us in confidence: grant applicants’ circumstances, personnel matters, anything told to the Board about a named individual.
- Say the uncomfortable thing. We would rather hear a disagreement in the room than discover it in a resignation letter.
What We Do Not Ask
Most nonprofit board descriptions carry expectations that quietly select for wealth, free time, and good health. Ours does not, and we would rather say so than let you wonder.
- There is no give-or-get. No required personal donation, no fundraising quota, no expectation that you bring wealthy contacts. We do not fundraise in the conventional sense at all. A board seat here is not bought.
- We do not ask you to be non-Disabled, or to perform being well. This is a Disabled-led organization. Needing accommodations is the ordinary condition here, not an exception being granted to you.
- We do not ask for travel. We have no office. Meetings are remote by default.
- We do not ask you to represent your whole community. You are here for your judgment, not as a category.
- We do not ask for unpaid professional labor. If we need your professional skill at length — legal, accounting, design — that is a service the Foundation should consider paying for, and it goes through the Conflict of Interest Policy like any other insider transaction, with you out of the decision.
Access and Capacity
Capacity fluctuates. Ours does too. A bad month is not a governance failure, and nobody here will treat it as one. Tell us what you need and we will build the meeting around it — papers earlier, agendas shorter, cameras off, a written contribution instead of a spoken one, a recording afterwards, a decision deferred.
What we cannot do is have decisions made by a board that is not present. Quorum is a legal requirement, not a preference, and §2.8 allows the Board to act without a meeting only by unanimous written consent — so one person unreachable stops that route entirely. If your capacity has changed such that you cannot attend for a stretch, the useful thing is to say so early, so we can schedule around it rather than lose a quorum by surprise.
That is the honest tension. We will flex almost everything about how you participate. We cannot flex whether the Board is able to meet.
The Officers
Under §4.1, the Board shall elect a President and a Secretary. Everything else — Chairperson, Vice Chairperson, Treasurer, Vice Presidents, Assistant Secretaries — is optional, chosen only if the Board so determines. One person may hold more than one office.
President. Required. Presides at meetings of the members, is the office our policies route to — conflicts, concerns raised under the Whistleblower Policy, litigation holds under the Retention Policy — and is one of the two offices authorized under §7.6 to sign payments.
Secretary. Required. Keeps the minutes and the corporate records. This is not clerical work: the minutes are the evidence. Our Conflict of Interest Policy depends on recusals being recorded at the time, and the compensation process depends on the reasoning being written down when the decision is made rather than reconstructed later.
Treasurer. Optional under the bylaws, and in practice essential. Oversees the books, works with our accountant, and is the second office authorized to sign payments under §7.6. Holding both President and Treasurer in one person is a poor steady state, because our Conflict of Interest Policy routes insider transactions through disinterested directors and that concentration narrows the bench.
Chairperson and Vice Chairperson. Optional, and chosen from among the directors. Under §2.7 the Chairperson presides at Board meetings if there is one; otherwise the President does.
Officers hold office until the first Board meeting after the next annual meeting of members, and until a successor is elected. The Board may remove any officer at any time, with or without cause. The current holders are listed on Board & Governance.
The Board and the Staff
We are small. Two people are paid, two co-creative directors work full time without salary, and the Board is four. In an organization this size the line between governing and doing blurs easily, so it is worth stating.
The Board decides what the organization is for, adopts policies, approves the budget and the filings, sets staff compensation, and elects officers. Staff run the work — the grant programs, the publishing, the day-to-day mutual aid. The Board does not administer grants and does not decide individual awards.
Where a director is also paid by the Foundation, they are out of the room for their own compensation. Being paid by Stimpunks is not itself a conflict; taking part in the decision that sets your own pay is.
Committees
§3.1 lets the Board designate committees of one or more directors, which may exercise the powers of the Board to the extent the resolution creating them allows. We have none at present, and we would rather say that than list aspirational ones. A board of four does not need standing committees; it needs to actually meet. If we form one, it will appear here with its charge and its members.
Joining, Serving, Leaving
Joining. Directors are elected by a majority of the directors then in office (§2.2). A vacancy may be filled by a majority of the remaining directors. On joining you complete the Board Member Agreement and a Conflict of Interest Statement, and we walk you through the bylaws, the policies, the finances, and what is currently hard. Board Member Onboarding lists everything to read and sign, in order, including what to read first if you only have an hour.
Serving. The Board is between one and fifteen people (§2.1); we are currently four, with a Treasurer seat being filled. Because directors and members are the same people, ceasing to be one automatically ends the other (§1.2).
Leaving. You may resign at any time on written or electronic notice (§1.4), effective when you say. A director may be removed with or without cause by a majority of the entire Board (§2.2). Resigning is a legitimate act, not a betrayal — and if you are leaving because something is wrong, please tell us what it is on the way out.
What We Owe You
A board agreement that only lists obligations is a bad agreement. These run the other way.
- Indemnification. Under Article V of our bylaws, the Foundation indemnifies directors and officers to the fullest extent Delaware law permits, and advances the cost of defending a proceeding before it concludes rather than reimbursing afterwards. That protection continues after you leave the board and extends to your heirs and representatives.
- Real information, early enough to use. Papers before meetings, the actual numbers rather than a summary, and problems while they are still problems.
- Reimbursement of expenses you incur doing this work. Never being out of pocket to govern a charity.
- The accommodations you need, without a diagnosis, a negotiation, or a favour being done.
- Honesty about how bad it is. We spend more than we take in and we publish that. You will not learn the financial position from a leaked document.
If Something Goes Wrong
Raise it. Our Whistleblower & Concern Reporting Policy covers directors as much as staff, protects you from retaliation, and — importantly — states plainly that you never have to come to us first. You may go to the IRS, a state attorney general, or law enforcement without our permission, and nothing we ask you to sign can take that away.
Our conduct expectations for everyone, board included, are the Stimpunks Covenant.
Governance is care work. It is also paperwork. We try to be honest about both.
Document ID: SF-GOV-BOARD-1.0
Status: Draft — pending adoption by the Board of Directors
Companions: Board Member Onboarding (SF-GOV-ONBOARD-BOARD-1.0) and the Board Member Agreement
Source: Bylaws of Stimpunks Foundation, and the policies linked above. Where this page and the bylaws differ, the bylaws govern.
Related: Bylaws · Board & Governance · Conflict of Interest Policy · Whistleblower Policy · Accountability & Transparency