Roles and Responsibilities

One of the fundamental challenges that far too many board members and boards have is that they don’t have a strong understanding of their roles and responsibilities.


It sounds basic, but one of the fundamental challenges that far too many board members and boards have is that they don’t have a strong understanding of their roles and responsibilities.

According to Leading with Intent 2017, boards, in general, are doing well with more fundamental board responsibilities — understanding the organization’s mission and providing financial oversight. Conversely, they struggle most with 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 roles can lead to a whole host of dysfunctions, such as micromanagement, rogue decision-making, lack of engagement, and more.

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 him or her, and then hold all members accountable when they get off track.

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 his or her 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 that’s just the starting point, as boards have responsibilities that go far beyond these three legal duties. 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.

The governance committee plays a key role in ensuring that boards are well-aligned around their roles and responsibilities, which requires a combination of ongoing board education and development and regular performance assessment.

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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.

Foundation Board Basics

101| Community resource. A grantmaking foundation is a charitable tax-exempt organization whose primary function is to distribute funds for charitable purposes. A foundation needs a governing board (or a board of trustees as foundation board members often are called) because it is structured as a tax-exempt organization. In principle, the role of the foundation board does not differ from that of other nonprofit boards, but foundation boards have specific challenges.

Governing As a Team

101 | Community resource. Creating a collaborative, team culture in your boardroom is the first step in establishing a high-performing board. This resource explains ways to build team spirit on your nonprofit board.

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.

Nonprofit Essentials – 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 the most frequently asked questions related to nonprofits and the nonprofit sector in general.

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 his or her term is over — and the board naturally needs to agree on when it is appropriate to ask a peer to resign.

Role of the National Board

201| Members only resource. The national (or regional) board of a federated system has a challenge to communicate its role and function to its own affiliates as well as to the organization’s constituency at large. There is often considerable confusion about the parent organization’s mission and mandate, the internal governance structure relating to the composition of the board and its representation of the constituents, and how the national board defines its relationship with its affiliates and communicates its message clearly.

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 his or her impact affected by this? Do board members relate to their chief executive differently if he or she has 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 — FAQs

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

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.

Ten Essential Responsibilities of Foundation Board Chairs

301| Members only resource. Few, if any, roles are more significant in ensuring a foundation’s success than that of the board chair. This may be why many people find assuming this position a daunting prospect.

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.