Why Do Nonprofits Need a Board?

Boards are the governing body that steward nonprofit organizations and hold the ultimate decision-making authority for their organization.  

When an organization is incorporated, the state in which the incorporation takes place assigns responsibility for the organization’s affairs to a governing board, usually referred to as the Board of Directors. This means the state grants the board the legal authority to establish policies designed to shape the work of the organization and that board is ultimately accountable to the state for the discharge of its legal responsibilities. Nonprofit governing boards are expected to uphold the public trust by ensuring the organization carries out the purposes for which it was established and that it does so in a responsible and accountable manner. (Board Fundamentals)

As explained in Putting Purpose First, board service is more than simply fiduciary oversight. Establishing an organization’s purpose and setting its strategic direction is the most essential of the board’s three leadership roles and the backbone for all that the organization is and does. The board works in partnership with the chief executive and staff (if the organization has them) to articulate the organization’s purpose and guiding values and agree on a shared vision for the future as well as strategies and goals to achieve that vison.

No organization can do its important work without resources to support its work. Three interconnected types of resources are necessary:

  1. the people to do the work
  2. the money to support people, systems, and programs
  3. the connection with individuals and other organizations to earn the trust and respect of those the organization seeks to support or serve.

While the board itself does not cultivate and secure these resources on its own — it does so in partnership with the chief executive and staff  it has the ultimate responsibility for ensuring that these resources are in place. 

The board is responsible for ensuring that the organization is accountable to its purpose and operating ethically and responsibly in all ways. It provides an essential safeguard for addressing impropriety or lack of performance that would threaten the organization and its work. The role is critical even when things are going well, because neglecting it can put the organization at risk of failure. A board therefore must take its oversight role seriously, and its constituents must be made aware that the board is doing so. Key components of this role include evaluating and supporting the chief executive, ensuring legal and ethical integrity, providing financial oversight and strategic deployment of resources, managing risk, and monitoring progress toward implementing organizational strategy.

State laws explicitly indicate that nonprofit governing boards assume the fiduciary role for the organization’s well-being. These laws designate overall responsibility and liability to that board. In addition to the board’s responsibilities as a governing body, individual board members are bound by their legal obligations: the duties of care, loyalty, and obedience. These duties serve in the courts as the test for compliance if a board member’s performance or decisions ever become a legal issue.

BoardSource recommends boards fulfill their role comprehensively when they focus on their fiduciary role, as well as their roles in strategic and generative governance, which together can expand and enhance the board’s experience, engagement, and reach.

As evidenced in Purpose-Driven Board Leadership boards represent and govern our organizations on behalf of communities and are responsible to those communities. Who is on the board can drastically change how the board operates and what role it plays.

While board composition may vary, a board that is homogeneous in any way risks negatively impacting its ability to make the best decisions and plans for the organization. Boards that lack racial and ethnic diversity are particularly concerning, as they may select strategies and plans that ineffectively address societal challenges and inequities, or even reinforce them.

The board acts on behalf of the stakeholders of the organization. A board that is familiar with its constituency and their needs is better able to steer the organization in a direction that is responsive to and authorized by those it serves.


101 Resource | Last updated: May 22nd, 2023

Resource: Board Fundamentals