The Role and Purpose of a Board of Directors
What is the Role of the Board of Directors?
The board of directors serves as the governing body responsible for overseeing nonprofit organizations and has the highest decision-making authority for their respective organizations.
Nonprofit organizations are incorporated at the state level and that state assigns responsibility for the organization’s affairs to a governing board. This means the state grants the board the legal authority to establish policies to shape the organization’s work, 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 purpose for which it was established and that it does so in a responsible and accountable manner. (Board Fundamentals)
What is the Purpose of a Board of Directors?
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 vision.
Board of Directors Roles and Responsibilities
No organization can do its important work without resources to support its work. Three interconnected types of resources are necessary:
- the people to do the work
- the money to support people, systems, and programs
- 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 of directors itself does not cultivate and secure these resources on its own, it does so in partnership with the chief executive and staff. The board has the ultimate responsibility to ensure these resources are in place.
Learn more about the specific roles and responsibilities of a nonprofit board of directors.
Board Oversight and Accountability
The board is responsible for ensuring that the organization is accountable to its purpose and operating ethically and responsibly. It provides an essential safeguard for addressing impropriety or lack of performance that would threaten the organization and its work. The oversight 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 highlight the importance of board of directors and require 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 collective 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 become legal issues.
BoardSource recommends that boards fulfill their role comprehensively when they focus on their fiduciary role, as well as their roles in strategic and generative governance. With all the roles together, this can expand and enhance the board’s experience, engagement, and reach.
Board Composition and Community Representation
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.
Building on the principles outlined in Purpose-Driven Board Leadership, an equity mindset requires boards not only to represent communities, but to actively center the voices and experiences of those most affected by inequities in their governance and decision-making. This means moving beyond surface-level diversity toward intentional inclusion, where board composition, culture, and practices are continually examined to ensure they disrupt—not perpetuate—systems of inequity. A heterogeneous board brings a wider range of lived experiences, perspectives, and forms of expertise, strengthening its ability to ask better questions, challenge assumptions, and design strategies that are responsive and just. By embracing equity as a guiding principle, boards can more effectively steward their organizations in ways that advance fairness, accountability, and meaningful community impact.
The board acts on behalf of the stakeholders of the organization. A board 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.
The authorized voice and power principle recognizes this, and to learn more about having community voices represented fully, check out our Authorized Voice and Power in the Boardroom resource.
Honorary Board Member or Board of Directors
An honorary board member is an individual who is nonvoting and honored for their significant contributions to and support of an organization. Giving this special honorific title distinguishes an emeritus director, who is usually a former board member who is invited to continue to serve as a nonvoting member in an advisory capacity. Honorary board members are not responsible for legal oversight or part of the governing body.
101 Resource | Last updated: June 29, 2026
Resource: Board Fundamentals
Frequently Asked Questions
A nonprofit board of directors is the governing body with ultimate oversight and decision-making authority, responsible for setting policies and ensuring the organization fulfills its mission responsibly. It is legally accountable to the state to uphold the public trust and ensure the organization operates with integrity and accountability.
A board of directors is legally responsible for governing the organization whereas an advisory board or council supports the governance work of the board or the management tasks carried out by staff. An advisory council can provide specialized expertise that may be lacking, act as ambassadors to the community, and perform important duties, such as fundraising, advocacy, and program evaluation. Learn more about successful advisory councils here.
An emeritus director is usually a former board member who is invited to continue to serve as a nonvoting member in an advisory capacity. This is an honorific title in recognition of the member’s active participation, financial contribution, or continuing strong interest in the organization. An “honorary” director may have a similar status but more often is a distinguished outsider whose affiliation the organization welcomes.
For the special status to remain special, honorary titles and positions need to be handed out sparingly. It is important to find a method that is equitable and relies on pre-established criteria that promote an impartial selection process.
The three legal duties of nonprofit board members are duty of care, duty of loyalty, and duty of obedience. You can read more and find examples in BoardSource’s resource, What are the Legal Duties of Nonprofit Board Members.