Board Roles and Responsibilities

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Board members are the fiduciaries who steer the organization towards a sustainable future by adopting sound governance and financial management policies, and ensuring adequate resources. One of the most important responsibilities for many boards is to hire a talented CEO/executive director to run the day-to-day management activities of the organization. The vast majority of board members for charitable nonprofits serve as volunteers without any compensation.

The basics

What’s the role of the board of directors of a nonprofit corporation? Just as for any corporation, including nonprofit corporations, the board of directors have three primary legal duties known as the “duty of care,” “duty of loyalty,” and “duty of obedience.”

In sum, these legal duties require that nonprofit board members:

  1. Take care of the nonprofit by ensuring prudent use of all assets, including facility, people, and good will; and provide oversight for all activities that advance the nonprofit’s effectiveness and sustainability. (Duty of due care)
  2. Make decisions in the best interest of the nonprofit corporation; not in his or her self-interest. (Duty of loyalty)
  3. Ensure that the nonprofit obeys applicable laws and acts in accordance with ethical practices; that the nonprofit adheres to its stated corporate purposes, and that its activities advance its mission. (Duty of obedience)

Trends for boards to watch

Practice Pointers

  • Start your new board members off on the right foot with an orientation program that introduces them to the basic roles and responsibilities of serving as a nonprofit board member. Don't forget to include those special issues that pertain specifically to your nonprofit's mission, plus information on: governance policies (so that all board members are reminded about their legal and fiduciary duties); accountability practices (such as the need to disclose conflicts of interest); and the responsibility to hire, review the executive director's performance, and approve annual compensation.
  • When board members are recruited, consider using a board member agreement to ensure that everyone's on the same page.  (Blue Avocado)
  • Job descriptions can help board members feel comfortable in their roles as officers of a nonprofit. Sample job descriptions for Chair of the Board, Secretary, and Treasurer. (BoardSource and Bridgespan)
  • Help board members Stand for Your Mission, with this discussion guide. (BoardSource)
  • Yes, board members DO help fundraise. Board members and personal contributions (BoardSource and Bridgespan)
  • Consider using a consent agenda as a way of saving time during meetings, and focusing the board’s work on high priority issues that benefit most from discussion and discernment. Many governance gurus suggest putting the most important item on the agenda first – in order to leave enough time for full discussion.
  • Evaluating the performance of the executive director is one of the most-avoided but important roles that a board can play in supporting a nonprofit’s sustainability.  (Minnesota Council of Nonprofits)
  • Board members are always curious, and sometimes surprised to learn that they can – in limited circumstances – be personally liable for a nonprofit’s financial responsibility. One notable circumstance is for failure to pay withholding taxes on an employee’s wages.
  • Board members may also be curious about insurance policies that cover their volunteer service. Directors and officers liability insurance for nonprofits doesn’t only cover board members and officers; it also generally covers the CEO and other staff as well as the nonprofit’s corporate actions.
    • The Nonprofit Risk Management Center offers many resources, including free online tutorials that are useful to introduce board members to insurance for nonprofits and risk management.

Education for Board Members

Not everyone is familiar with the roles and responsibilities of board members for a charitable nonprofit and fortunately educational programs for board members abound. The harder issue is asking volunteers to take time to learn about their role and grasp what makes a great board member. Luckily there are watch-from-your-computer options, although in-person, and especially peer-to-peer programs, are often the most useful – and fun.

  • Many state associations of nonprofits offer special programs for board members, whether by webinars, or in-person, on governance topics, including basic board roles and responsibilities.
  • Other community-based sources for board education include: local volunteer centers, community foundations, and university/college nonprofit management programs.
  • Another local option is to engage a consultant with expertise in nonprofit management to work directly with the board members of your nonprofit.
  • A pro bono option may be available too: consider asking the board chair of another nonprofit to give a presentation to your nonprofit’s board. Peer-to-peer learning is powerful!
  • On a national level, BoardSource is a leading authority on board governance issues, and offers numerous publications, as well as a national leadership forum, webinars, and a blog.
  • For many years, this list of the 10 Basic Roles of Nonprofit Board Members by BoardSource was the standard. We think there is one important role missing: that of board members serving as an advocate. Read more about board members as advocates: Stand For Your Mission
  • Read about important policy issues that impact all charitable nonprofits.
  • Checklist to minimize board liability (ManagementHelp.org)

Resources

Resources for all-volunteer boards

State-specific resources

Explanations of nonprofit board roles and responsibilities by state attorneys general, state charity officials, and representative resources from some state associations of nonprofits

Find Your State Association of Nonprofits

Find Your State Association of Nonprofits

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