The Guide to Board Member Roles and Responsibilities

Board Member Roles and Responsibilities

One of the fundamental challenges that far too many boards struggle with is understanding board member roles and responsibilities and how to fulfill them.

Filling all roles and distributing responsibilities across board members can ensure proper oversight, and enables the organization to advance toward its mission and purpose. By understanding how each member fits into the picture and enhances the organization, board members can empower each other and better support the organization as a united group.

What Are the Different Board Member Roles and Responsibilities?

According to Leading with Intent, in general, boards are doing well with the more fundamental board responsibilities — understanding the organization’s purpose and mission and providing financial oversight. Conversely, they struggle most with the external responsibilities, including fundraising, advocacy, and community-building and outreach. This lack of understanding of what is, and is not, a part of the board’s essential responsibilities can lead to a whole host of dysfunctions, such as micromanagement, rogue decision-making, and lack of engagement.

To add order and process, every board should support the following positions, regardless of board size or type:

Chairperson – responsible for leading the board and facilitating meetings

Vice Chair – acts as the board chair’s understudy and second in command

Secretary – responsible for official communications with board members and recording meetings

Treasurer – oversees all matters related to the organization’s finances, property, and budget

Since it’s impossible to do a job well if you don’t know what the job is, all boards must take the time to ensure that every board member fully understands what’s expected and needed of them, and then hold all members accountable. You can find more details on each role at the end of this article.

Basic Board Member Duties

This starts with an understanding of the fundamental legal duties of each individual board member, which include:

  • Duty of Care — Each board member has a legal responsibility to participate actively in making decisions on behalf of the organization and to exercise their best judgment while doing so.
  • Duty of Loyalty — Each board member must put the interests of the organization before their personal and professional interests when acting on behalf of the organization in a decision-making capacity. The organization’s needs come first.
  • Duty of Obedience — Board members bear the legal responsibility of ensuring that the organization complies with the applicable federal, state, and local laws and adheres to its mission.

But these are just the starting point, as boards have responsibilities that go far beyond these three legal duties.

The Most Important Board Member Roles and Responsibilities

BoardSource formalized the core roles and responsibilities of board members and boards in the book widely recognized as the definitive word on the role of a nonprofit board, Ten Basic Responsibilities of Nonprofit Boards, and developed a board self-assessment tool to help boards evaluate their performance in each of these areas.

Purchase our 10 Basic Responsibilities of Nonprofit Boards to learn more about each responsibility in-depth.

Check out our other guides, tools, and templates below to help ensure your board members know their appropriate roles and responsibilities. 

Become a BoardSource Member Today

 

BoardSource FAQs


BoardSource has been fielding governance-related questions posed by nonprofit leaders for over 30 years. Here are the answers to those questions most frequently asked about board responsibilities and structures.

What are the basic responsibilities of nonprofit boards?

Determine mission and purpose.

It is the board’s responsibility to create and review a statement of mission and purpose that articulates the organization’s goals, means, and primary constituents served.

Select the chief executive.

Boards must reach a consensus on the chief executive’s responsibilities and undertake a careful search to find the most qualified individual for the position.

Support and evaluate the chief executive.

The board should ensure that the chief executive has the moral and professional support they need to further the goals of the organization.

Ensure effective planning.

Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan’s goals.

Monitor and strengthen programs and services.

The board’s responsibility is to determine which programs are consistent with the organization’s mission and monitor their effectiveness.

Ensure adequate financial resources.

One of the board’s foremost responsibilities is to secure adequate resources for the organization to fulfill its mission.

Protect assets and provide proper financial oversight.

The board must assist in developing the annual budget and ensuring that proper financial controls are in place.

Build a competent board.

All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance.

Ensure legal and ethical integrity.

The board is ultimately responsible for adherence to legal standards and ethical norms.

Enhance the organization’s public standing.

The board should clearly articulate the organization’s mission, accomplishments, and goals to the public and garner support from the community through advocacy.

What are the responsibilities of individual board members?
  • Attend all board and committee meetings and functions, such as special events.
  • Be informed about the organization’s mission, services, policies, and programs.
  • Review agenda and supporting materials prior to board and committee meetings.
  • Serve on committees or task forces and offer to take on special assignments.
  • Make a personal financial contribution to the organization.
  • Inform others about the organization. Advocate for the organization.
  • Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization.
  • Keep up-to-date on developments in the organization’s field.
  • Follow conflict-of-interest and confidentiality policies.
  • Refrain from making special requests of the staff.
  • Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization’s financial statements.
What are the board chair’s responsibilities?
What are the board secretary’s responsibilities?
  • Attend all board meetings.
  • Serve on the executive committee if one exists.
  • Ensure the safety and accuracy of all board records.
  • Take board meeting minutes or review minutes if that task is assigned to a staff member.
  • Assume responsibilities of the chair in the absence of the board chair, chair-elect, and vice chair.
  • Provide notice of meetings of the board and/or of a committee when such notice is required.
What are the board treasurer’s responsibilities?
  • Attend all board meetings.
  • Understand financial accounting for nonprofit organizations.
  • Serve as the chair of the finance committee.
  • Manage, with the finance committee, the board’s review of and action related to the board’s financial responsibilities.
  • Work with the chief executive and the chief financial officer to ensure that appropriate financial reports are made available to the board on a timely basis.
  • Present the annual budget to the board for approval.
  • Review the annual audit and answer board members’ questions about the audit (if there is no audit committee)
What are the board vice chair’s responsibilities?
  • Attend all board meetings.
  • Serve on the executive committee if one exists.
  • Carry out special assignments as requested by the board chair.
  • Understand the responsibilities of the board chair and be able to perform these duties in the chair’s absence.
  • Participate as a vital part of the board leadership.
Is there a difference between a board of governors, a board of directors, and a board of trustees?

Legally and in practice, all of these definitions describe the same governing body of a nonprofit. The term “trustee” originally referred to the person who has the fiduciary duty for a charitable trust or a foundation. By tradition, higher education institutions also tend to refer to their board members as trustees.

How are board members elected?

New board members can be selected by current board members; by members, chapters, or affiliates; or by other related groups such as religious bodies or government agencies. By far, the most common method among public charities is election by peers. Board members can re-elect their colleagues and/or others to the board position. This type of a board is called self-perpetuating. A board that elects its own members has the advantage of determining its needs based on the profile of the present board. It can focus on group dynamics, missing skills, or the need for diversity when searching for new board members. This process clearly is labor-intensive for the current board, but it provides an opportunity to bring together a group of committed people who have had a chance to define their mutual goals.

What is a board recruitment matrix?

Effective board recruitment follows the principles of matching available resources with existing needs. How does a board know what it needs? It must first clarify what it already has. It relies on a strategic board composition matrix — a recruitment tool that allows it to map out the composition of the present board. This map reveals the missing ingredients and allows the board to focus its search in the right direction.

A board composition matrix forces the board to articulate the kinds of qualities, characteristics, skills, expertise, backgrounds, and various perspectives that make a good board. After becoming sensitive to these attributes and verifying which of them are already there, the board’s governance committee is one step closer to meeting the needs of the board.

Should we send out board member applications to recruit new board members?

Sending applications indiscriminately is a haphazard way to find good board members. Boards shouldn’t get too excited about a candidate who responds positively to a recruitment letter as the first communication. Serious cultivation and information sharing is necessary before inviting a person to serve on your board. An application form, however, can help gather information on the interests, background, and skills of a prospective board member with whom the governance committee has already communicated and established mutual interest.

If an interested person contacts the organization and asks for an application form to join the board, this is an excellent moment to start serious communication. Willing bodies do not always make good board members, but genuine interest should not be ignored. Ultimately, if the candidate and the board find themselves on the same wavelength, it is time to extend an application form with a welcome letter.

What information should we collect from present and potential board members?

Information forms used to gather data on your present and potential board members allow you to concentrate your cultivation activities in the right direction. This information also allows you to direct your board members to activities that interest them and serve the board’s needs in the best possible manner. Your form could collect information on the following topics:

  • Name, address, contact information
  • Special skills or expertise: fundraising, HR, finances, business, PR, technology, legal, industry or mission-specific, advocacy, etc.
  • Professional background
  • Level of education
  • Other professional affiliations
  • Other board services
  • The expected level of gift or possible in-kind donations
  • Special interests or hobbies
What questions should we ask our potential board members?

The objective of board recruitment is to find willing, able, and committed board members. How do you know if a candidate is going to be the right person for your board? You can never be 100 percent sure, but if you ask direct questions you can get pretty close. Here are some examples of questions to ask:

  • Why are you interested in our organization?
  • Why are you interested in serving on a board?
  • Do you have any previous board service, leadership, or volunteer experience? Are you presently serving on any boards?
  • What kinds of skills or expertise can you offer? How will the organization benefit from your participation? How do you think we could best take advantage of your expertise?
  • What do you expect us to do for you so that your experience is satisfying?
  • What kind of time and financial commitment will you be able to make? Are you willing to serve on committees and task forces? Can we expect you to come to board meetings regularly? Would you be able to make a personal contribution?
What are the benefits of joining a nonprofit board and what should I know before joining?

Most individuals who already serve on a nonprofit board need no outside justification for being a board member; they know what they are doing and why they want to continue doing it. However, there are others who are too shy to join a board or who need someone else to tell them why it makes sense.

Here are some reasons why people join nonprofit boards:

  • They know their skills are needed.
  • A nonprofit is going to improve and will benefit from their contributions.
  • There is a possibility to effect change in an organization.
  • They will feel good by doing good.
  • They enjoy collaborating with interesting people who have the same interests and values.
  • They want to learn new skills.

As for what you should know, serving as a board member is one of the most challenging and rewarding of volunteer assignments. While appointment or election to a board is an honor, board members have important legal and fiduciary responsibilities that require a commitment of time, skill, and resources. Prospective board members do themselves a service and show that they are serious about the commitments they make by asking some basic questions before joining an organization’s board. You can find the answers from the board member who issues the invitation to join; the chief executive of the organization; the board chairperson; other board members, current and former; or written materials.

How do we keep board members informed?

Good governance depends on enlightened decision-making. Board members in turn need to be knowledgeable about the organization’s status and need if they are to make sound decisions that advance its mission. But boards often say that the information they receive hinders rather than facilitates good governance and strong leadership. They protest that they are overwhelmed with large quantities of irrelevant information, that they don’t get enough information, or that they receive material too late to devote serious attention to it. An effective board information system should focus on decision-making, stimulate participation, and support an appropriate balance of responsibility between board and staff.

Types of board information

Management consultant John Carver describes three types of board information:

  • Decision information is used to make decisions, such as establishing selection criteria for the chief executive. It looks to the future and is not designed to measure performance.
  • Monitoring information enables the board to assess whether its policy directions are being met. It looks to the past and provides a specific survey of performance against criteria. An example is an annual review of an organization’s strategic plan.
  • Incidental information is for the general information of the board and is not related to board action. Committee reports are frequently in this category.

Too often, board information is primarily incidental information. Although such material is useful for maintaining an overall impression of the administration of the organization, it is not usually specific or substantive enough to help board members make decisions or monitor the organization’s success in carrying out its mission.

Establishing a board information system

Establishing and maintaining a board information system is the joint responsibility of the board chair, board members, the chief executive, and staff members who work with the board. The board should discuss

  • What information it needs to do its job
  • How often it wants this information
  • In what form it needs the information

Given this board feedback, the staff can establish the content, format, and frequency of information it will provide the board.

Characteristics of good board information

Barry S. Bader, a consultant and author specializing in hospital governance, identifies seven guidelines for developing effective board information:

  1. Concise: Is the information communicated as quickly or as briefly as possible?
  2. Meaningful: Is the information presented in relationship to a significant factor, such as a goal set by the board, past performance, or comparative data?
  3. Timely: Is the information relevant to the current agenda?
  1. Relevant to responsibilities: Does the information help the board or board committee discharge its responsibilities?
  2. Best available: Is the information the best available indicator of the situation or condition being described? Can better information be provided?
  3. Context: Is it clear why this information is important?
  4. Graphic presentation: Could the information be presented better graphically than in words?

Basic ingredients of a board information system

Every board must decide for itself exactly what information it needs. For most organizations, however, the following checklist is a starting point.

At least two weeks before each board meeting:

  • Agenda
  • Information about issues for discussion, when appropriate
  • Financial information
  • Committee reports

At least two weeks before the board meeting at which it is discussed:

After each board meeting:

  • Minutes
  • A reminder of next meeting

Monthly:

  • Financial report
  • Significant published articles about the organization

Quarterly:

  • Financial report

Regularly, when appropriate:

  • Memo from chief executive summarizing current activities, accomplishments, and need
  • Updated material for board handbook
  • Advance copies of publications, brochures, or promotional material
  • Annual report
How should a nonprofit board of directors be structured?

Every board has a fundamental responsibility for self-management — for creating a structure, policies, and procedures that support good governance. The term “board organization” encompasses a variety of tasks, from routine matters, such as preparing a schedule of board meetings, to actions with broader consequences, such as developing a policy about terms of service. Below are some of the most frequent questions board members ask about board organization:

How can we contribute to effective board organization?

To set the stage for efficient board and committee work,

  • Prepare a written job description for individual board members
  • Develop an annual schedule of meetings, determined a year in advance
  • Circulate clear and thorough information materials, including an agenda, to all members two to three weeks before each meeting
  • Maintain complete and accurate minutes of all meetings
  • Keep meetings brief and focused; stimulate the broadest possible participation by members
  • Ask each board member to serve on at least one board committee or task force. (For new members, one committee assignment is sufficient.)
  • Acknowledge members’ accomplishments and contributions in a variety of ways in the organization’s newsletter, at meetings, in minutes

To encourage smooth functioning committees, follow these additional steps:

  • Prepare written statements of committee and task force responsibilities, guidelines and goals. These organizational documents should be reviewed every one to two years and revised if necessary.
  • Make work assignments according to the background, expertise, and schedule of each member.
  • Distribute tasks among members so that everyone participates but no one is overloaded.
  • Create a system of checks and balances to monitor committee members’ work and assure that tasks are completed on schedule.
  • Assign an appropriate staff member to work with each committee.

Guides, Tools, Templates, and Infographics


Publications


Written Resources


All 101-level topical resources listed below are available publicly. BoardSource members have access to 101, 201, and 301 level resources. Don’t forget to visit the BoardSource store for more resources and training on this topic.

10 Things Boards Do Right (Without Even Realizing It)

101 | Community resource. You can find plenty of stories about boards getting things wrong. When you start to feel defeated, take a look at these 10 things that boards do right to remind yourself of some of the many reasons that your work matters.

Annual Board Actions

101| Community resource. Every board must verify that numerous activities get performed regularly or on schedule. An action calendar can help the board ensure that its legal, financial, and other tasks get accomplished in a timely manner.

Appropriate Delegation

201| Members only resource. As the fiduciary, the board must take special care by making informed decisions and, while deliberating, be mindful of the organization’s potential threats and opportunities. Although the board cannot delegate its primary fiduciary duty, it can allot aspects of its work to other work groups and/ or individuals. As long as the full board retains ultimate control over what’s being done, delegation can be a wise management practice.

Auditing Your Nonprofit

201 | Members-only resource. Continual financial pressures, an increased demand for accountability, and the Sarbanes-Oxley requirements for publicly traded companies awakened many nonprofits to look at their own auditing procedures.

Board Responsibilities and Structures — FAQs

101| Community resource. BoardSource has been answering governance-related questions posed by nonprofit leaders for more than 25 years. Here are the answers to some of the most frequently asked questions about board responsibilities and structures.

Boards That Micromanage

201| Members only resource. It is not always easy for a board to see the line between management and governance. Board members need to consider themselves overseers, not implementers. When boards overstep the line between governance and management they can easily become micromanagers.

Checklist of Board Roles and Responsibilities

101| Community resource. Basic board roles and responsibilities are the foundation for a successful board. BoardSource has designed this checklist so you can quickly remind yourself of your key responsibilities.

Corporate Secretary

201| Members only resource. Many nonprofit boards and chief executives struggle with the coordination of communication and accomplishment of various tasks as they work together. One solution may be creating the position of a corporate secretary serving as a liaison between the board and senior management — and even some outside constituents.

Elements to Include in a Chief Executive Employment Contract

101 | Community resource. A chief executive employment contract provides security to both the executive and to the board, and makes absolutely clear the details of the compensation arrangement and the mutual expectations of the two parties.

Every Board’s Must-Have Documents

101| Community resource. Even the most organized, responsible, and amiable board needs to document its activities, internal rules, and processes. Here are the various documents to which your board needs to pay attention.

Federated Organizations: Defining the Relationship between Chapters and Parent Organization

201| Members only resource. A federated structure — a national organization with chapters — is not appropriate for every nonprofit. To make it successful it is important to define how chapters might help a national organization fulfill its mission. It is necessary to research how to form chapters. And finally — often a big stumbling block — it is crucial to define the mutual relationship between the parent organization and the chapter.

Fiduciary Responsibilities

101| Community resource. Board members act as trustees of the organization’s assets and must exercise due diligence and oversight to ensure that the organization is well-managed and that its financial situation remains sound. Here is an outline of how board members can fulfill their role as fiduciaries.

Interim Chief Executive

201| Members only resource. Whether a chief executive leaves suddenly or after a previously specified time period, the board has a major job in finding the next leader of the organization.

John Carver’s Policy Governance Model

201| Members only resource. In the early 1970s, John Carver made a concerted effort to learn more about board leadership and governance. He was not happy with what he found: A framework was missing. Carver spent the next years creating a new governance model to reflect his own concept of how the nonprofit boards should carry out their charge.

Key Questions to Ask Before Joining a Nonprofit Board

101 | Community resource. Serving on a board can be a rewarding experience, but is also time-intensive and demanding. Review these key questions before joining a board.

Membership Organizations

101| Community resource. The term membership is often defined very liberally; it has many meanings. Before you can answer your question “Should we be a membership organization?” you need to define your term.

Mind the Gap: Mission Accomplishment Measures

101| Community resource. The creation of mission accomplishment measures allows you to identify your “mission gap” and to then work at closing it.

Mission Statement

101| Community resource. Every organization needs to define its fundamental purpose, philosophy, and values. The mission statement clarifies the essence of organizational existence. It describes the needs the organization was created to fill and answers the basic question of why the organization exists.

Passion for Mission

201 | Member resource. Knowing your board’s level of emotional ownership will provide a helpful indicator as to the amount of training and follow through an organization must invest to ensure that it enjoys the benefits of good governance principles.

Resigning from the Board

201| Members only resource. As board service is a volunteer engagement, there is no employment contract per se. However, before resigning from the board, a board member should consider all the consequences that result from resigning before their term is over — and the board naturally needs to agree on when it is appropriate to ask a peer to resign.

Sample Board Member Job Description

101| Community resource. As the highest leadership body of the organization and to satisfy its fiduciary duties, the board is responsible for the following.

Serving on a Performing Arts Board

201| Members only resource. Individuals who serve on performing arts boards often have a special affinity for the type of art presented by their organizations, be it theater, music, dance, or opera. While passion for the mission is a great motivator, it isn’t all that is needed to serve an organization well. Board service comes with a lot of responsibility, and boards of performing arts organizations have challenges that are unique to these types of organizations.

Should Our Organization Have Members?

201| Members only resource. When starting a nonprofit, one of the important decisions for the founder is to determine the legal structure of the organization and answer the question: Should our organization have members? This usually means that the members have the right to elect the board, to approve major organizational decisions, and to expect the mission and activities of the organization to be driven by their needs.

Should the Chief Executive Have a Vote?

201| Members only resource. Should the chief executive vote on the board? Is their impact affected by this? Do board members relate to their chief executive differently if they have an opportunity to vote on board issues? These are some of the questions that every board should ask while defining the role of the chief executive.

Social Media & Governance: Using It to Advance Your Mission

201| Members only resource. Has your board discussed how social media impacts its roles and responsibilities and your organization? No? While social media is far from being a new conversation topic, few nonprofit boards have seen the connection between it and governance.

Staffing a New Organization

201 | Members-only resource. Most nonprofits start as all-volunteer organizations. However, the time will come when hiring staff is a must. This can liberate the board and allow it to focus on its primary governance responsibilities, but it can also challenge the board in its new supervisory role.

Stakeholder Complaints

201| Members only resource. Sometimes a board member is contacted by an unhappy stakeholder who wants to complain about inadequacies or illegal actions within the organization, poor treatment, or simply, lack of transparency. A prepared board with a clear communication process in place allows the board member to react appropriately, ensures consistency, and helps solve a potentially sticky situation.

Starting a Nonprofit? Do You Really Want To?

101| Community resource. Starting a nonprofit requires more than passion or devotion. One needs understanding of financial management, knowledge of legal requirements, managerial skills, community relations, familiarity with issues in the field, friends and supporters, and more than anything, time, energy and endless patience. One needs to be extremely determined before launching an enterprise of any scope. Here are some questions to ask yourself before taking the final step of starting a nonprofit.

The Role of the Board Chair

101| Community resource. As the chief volunteer officer, the board chair is responsible for leading the board. This position demands exceptional commitment to the organization, first-rate leadership qualities, and personal integrity. The chair must earn the respect of fellow board members to be able to meet the challenges of this position.

Year-End CEO Bonus

201 | Members-only resource. Incentives and bonuses are increasingly common in the nonprofit world, but there is more to awarding them than simply cutting a check. The IRS is watching. Here’s what the board needs to know.