For Prospective Directors
The board seat,
answered honestly.
Everything a prospective director of the FedM8 Veterans Foundation usually asks — how the board is built, whether you have to be a veteran, what you get out of it, what you owe, and how independence actually works when the charity's founders also own the company it buys services from. No sales pitch: the limits are stated as plainly as the positives.
The short version: the board has five seats — two founders (insiders) and three independents, who hold the majority. Directors are unpaid. The Foundation is in formation (packet drafted, not yet filed), and the first independent director must be seated before the Foundation pays the LLC anything beyond a de-minimis amount or accepts any grant funds.
Question 01
How many people are on the board?
Virginia law requires a nonstock corporation to have at least 1 director. There is no statutory maximum — the number (or range) is set in the bylaws. Our bylaws set a range, and our target is five directors: two insiders (the FedM8 LLC founders) and three independents — an independent majority, and an odd number so votes can't tie.
We start with the two founders as an interim board. The bylaws are written so additional directors can be seated by a single board vote at any duly noticed meeting — the moment a candidate accepts, they're in. No re-filing, no amendment needed.
Question 02
Do board members have to be veterans?
No — not as a matter of law for this entity. Nothing in Virginia corporate law or the 501(c)(3) rules requires directors of a charity that serves veterans to be veterans themselves. (A 501(c)(19) veterans' organization does have veteran-membership composition rules — but that's a different tax category, and it is not this Foundation's path.)
What we do instead, as a deliberate design choice: the bylaws require a veteran-majority board. That's about credibility and mission integrity — grantmakers in the SBA veterans' ecosystem look for veteran leadership in a veteran-serving charity, and a veteran majority keeps the mission honest. The independent seats we're recruiting are aimed at veteran business owners first.
Question 03
What do directors get — and what do they owe?
Pay: none. Directors serve unpaid. That is the standard posture for 501(c)(3) credibility. Reasonable, documented expense reimbursement (travel to a board meeting, for example) is allowed. Director compensation is not planned — see Question 6 for the full, legitimate list of what the role does offer.
The duties are the legal core of the seat:
- Care — stay informed, show up, read the packet.
- Loyalty — the Foundation's interest first; disclose conflicts; recuse when you're conflicted.
- Obedience — Foundation money is spent only on the charitable mission and within grant terms.
Plus a real time commitment: regular meetings, monthly reconciliation packets, and grant reporting deadlines. And one absolute: no special perks, ever — no inurement, no preferential services, no insider deals. A director who is a veteran receives Foundation services only on the same terms as any other veteran: verified, granted, and reconciled exactly like everyone else.
Question 04
I'm still serving (active duty). Can I be an independent director?
Yes — with two conditions. A currently serving service member with no family or financial tie to the founders or to FedM8 LLC can count as an independent director. But:
- You must have written approval from your command / ethics counselor for outside board service, obtained before seating and kept in the Foundation's file.
- You carry a standing recusal from any Foundation matter touching the Department of Defense, your service branch, or federal procurement. FedM8 works adjacent to federal contracting, so appearance of conflict is the live risk — on top of the standing rules against using an official position or non-public government information for outside work.
Deployments and availability are a practical consideration for meetings and votes — not a bar.
Question 05
I'm related to a founder by marriage. Can I serve?
You may serve as a director, but you do not count as independent. Family by marriage to a founder sits on the related side of the ledger under our bylaws. If you take a seat, the board math must still keep true independents in the majority — the board grows, or another independent is added to balance the seat.
If the independence math gets tight, there's a cleaner option that loses nothing: serve as an advisor or committee member instead of a director. Same contribution, no change to the independence count.
Question 06 — The One Everyone Asks
What do directors get out of it — the legitimate positives?
Directors are not paid (Question 3), but the role carries real, legitimate positives — all of them on the books:
- Expense reimbursement. Board-business expenses — travel to a meeting, for example — are reimbursed under a documented accountable plan: receipts in, amounts recorded, same rules for everyone.
- D&O insurance. Once the Foundation is funded, it can buy directors' and officers' insurance that protects directors personally when they act in good faith for the Foundation. This is a real, planned benefit — protection a director doesn't have to buy out of pocket.
- Training and development. The Foundation can pay for governance training and veteran-sector conferences as organizational development — directors get better at the work, and the Foundation gets a better board.
- Recognition. Founding Director titles, a public listing, and press where it fits. The people who build this get named as the people who built it.
- Network. The role naturally connects directors with the veteran-business community, prime contractors, and agencies the Foundation works with — relationships that come from doing the work, in the open.
- Program access on equal terms. A director who is a veteran uses Foundation programs — and FedM8 — on exactly the same terms as any other veteran, including a grant if they qualify. Equal, never preferential.
- Arm's-length business, done right. A director's own company may contract with the Foundation or with the LLC at fair market value — but only through the conflict-of-interest process: disclosure, recusal from the vote, and comparability documentation on file. Legitimate work at a fair price, approved by people who aren't them.
- Nominal appreciation. Ordinary board courtesies — a meal at a working meeting, a small token of thanks. Modest, occasional, and never a back door to compensation.
What is NOT on the list, stated plainly: director compensation is legally possible, but it is not planned — paying directors of a young, grant-seeking charity is bad optics and invites scrutiny; if it were ever adopted it would require reasonableness documentation, approval by independent directors only, and reporting on the Form 990. Also never: loans to directors, preferential contracts or pricing, use of Foundation lists or data for a director's own business, and jobs for relatives outside the normal process.
The positives are protection, training, recognition, network, and impact — value flows to directors through service, never out of the Foundation's wallet off the books.
Question 07 — The Grants
What grants does the Foundation offer?
Two. The Certification Grant funds one year of guided certification help for a verified veteran. The Contracts Grant awards one year of FedM8 Pro to a certified firm with an active SAM.gov registration (UEI and CAGE).
Question 08
Who can apply?
Veterans whose service is verified. The Contracts Grant also requires the SAM.gov registration, because that is what contracting officers require before awarding work.
Question 09
Do I repay a grant?
No. A grant is an award, not a loan, and not a discount. It has a stated dollar value and the Foundation pays it.
Question 10
When can I apply?
When the Foundation is stood up. Until then, the founding-interest list is the line to stand in.