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Board Job Descriptions

By Brother Dallas Wilson

Summary

Here are some common responsibilities you can expect board members to handle:

  1. Understand your organization’s mission, what its rules are, and what it does.
  2. Secure financial resources for the organization and personally donate to it regularly.
  3. Advocate for the organization and use its connections to help it grow.
  4. Actively participate in at least one committee.
  5. Consistently attend board meetings

What is a Nonprofit Board of Directors?

The Board of Directors for a non-profit organization mostly comprises of unpaid workers who are trustees of the entity. They represent the organization and are responsible for the clients of the organization, the community, donors, the government and also the taxpayers as a whole.

The Board of Directors ensures that the entity keeps the promises outlined in the mission and value statements and they also ensure that the organization follows all laws applicable to them.

The Board always acts as a group and the individuals in the board have no power except that which is expressed by the majority by means of a vote.

Nonprofit Board of Directors Positions

It’s not uncommon for a single nonprofit board member to hold many positions or roles, especially if the organization is on the smaller side. Here are some options for nonprofit board of directors positions:

  1. Chair/CEO – President/COO
  2. Vice Chair - Vice President/CAO
  3. Committee Chair
  4. Corporate Secretary
  5. Corporate Treasurer
  6. Board Member

10 Duties of the Nonprofit Board of Directors

  1. They determine and establish the mission and purpose of the organization with all its members. They put it in writing and explain to all members what it means and represents, and the board also reviews it periodically to check for its adequacy, viability, and accuracy as per the changing times.

  2. They select the Executive Director, and this decision impacts the organization’s effectiveness and development greatly. The hiring decision may be shared by someone who has a say or stake in the outcome, but the final decision is made by the board itself.

  3. The Board provides the required support to the executives and it also reviews his or her performance in the business. The Board also ensures that the executives get timely and constructive feedback; are introduced to other community leaders and organizations; get invited to important social gatherings; are recognized and rewarded for exceptional initiatives; get personal and professional leave and are also assisted when other members misunderstand their role or overstep their authority.

  4. The Board should make sure that organizational planning is done effectively and comprehensively. They can either be a part of the planning process if they plan to own it or ask good questions from the other planners if they themselves are not a part of it. The board should only approve plans after thorough deliberation and analysis of the same.

  5. The Board also ensures that the organization has adequate resources to meet its needs. It is, of course, the top executive who is the main fundraiser. But it is the board that determines what is really possible to achieve. The board influences potentially big donors, introduces the top executives to new fundraising initiatives and also monitors the different fundraising initiatives within the organization.

  6. After providing resources, the board also needs to ensure that these resources are being utilized efficiently and effectively. They protect accumulated assets and manage the current income properly. They are wholly and solely accountable for the use of resources in the organization especially because the organization is declared tax exempt by federal and state laws. Therefore, the Board develops and approves an annual budget and ensures that the budget implementation is accompanied with accurate, intelligible, clear, and timely reporting.

  7. The Board also determines and monitors the organization’s services and programs. They have to ensure that they are in line with the current and stated mission and purpose of the organization.

  8. The Board also works to enhance the organization’s public image. The media, government and prospective donors and clients need a positive image of an organization for reliance, and the Board makes sure of just that. They choose the organization’s spokesperson who might be situational to use but comes in handy when needed. The members also ensure that none of the other board members goes out and makes a statement on behalf of the board or the organization without prior consultation and approval of all the other members.

  9. They also serve as a court of appeal in case the top executive’s judgment is challenged. This can be in issues pertaining to personnel policies and procedures, grievance protocols, etc.

  10. The Board also assesses its own performance. Every three or five years, the board should take out some time from their usual work and review their own performance.

What Makes a Good Board Member?

When choosing a board member or compiling a board, ask yourself the following:

  1. Does the prospective candidate have enough time for attending meetings and representing the organization in various forums?
  2. Does he or she believe in the cause of the organization?
  3. Does he or she understand and agree to accept the legal liability for the activities happening in the organization?
  4. Does he or she come from a relatively varied field of expertise compared to the other board members? This diversity helps in decision making in different areas.

Apart from the above, the candidate should also be able to read and understand basic financial reports like balance sheets, budgets, and P&L statements. They should also not expect any form of remuneration except for the feeling of contributing to the community.

What are the roles and responsibilities of a nonprofit board?

Nonprofit board members make many important decisions, such as recruiting and appointing new board directors, hiring, and firing managers and other staff members, monitoring financial reports, and conducting an annual audit. All of these duties fall under the duty of care, duty of loyalty or duty of obedience.

What are the positions in a nonprofit?

Nonprofit officers include volunteer board leadership positions – Chair, president, vice chair, vice president, corporate secretary, and corporate treasurer -- and the employee who is the chief executive officer of the organization. The Internal Revenue Service grants tax-exempt status to nonprofit organizations that have a charitable purpose.

Board chair or president

The board chair oversees the work of the board and the organization's senior management team. The chair also works closely with the executive director or chief executive to make sure board resolutions are carried out. Additional responsibilities include:

  1. Appointing all committee chairs and recommending committee members
  2. Assisting executive director or chief executive in preparing agendas for board meetings
  3. Assisting executive director or chief executive in conducting new board member orientation
  4. Coordinating executive director's or chief executive's annual performance evaluation
  5. Working with the governance or nominating committee to recruit new board members.
  6. Serving as an alternate spokesperson for the organization
  7. Helping board members assess their performance.

Vice chair or vice president

The vice chair is also a vital part of the leadership team. The vice chair carries out special assignments as requested by the chair and fills in for the board chair if necessary. Corporate Secretary

The secretary attends all board meetings and is responsible for maintaining complete and accurate meeting minutes. The secretary is also tasked with monitoring compliance with the organization's bylaws.

Corporate Treasurer

The treasurer keeps track of the organization's financial condition and typically serves as the chair of the finance committee. He or she must understand financial accounting for nonprofit organizations and work with the executive director or chief executive to ensure that appropriate financial reports are made available to the board on a timely basis. The treasurer also reviews the annual audit and answers board member questions about the audit.

Board Chairperson

In addition to the member-at-large responsibilities and in accordance with the organizational bylaws, the Board Chair shall ensure that all meetings are facilitated by a member of the Board of Directors. The Board Chair shall perform all duties customary to the office of the Chair:

  • Ensure facilitation of board meetings after developing the agenda with the Executive Director.
  • Actively recruits new board members and helps to retain current board members.
  • Partners with the Society for Nonprofits’ board members, advisors and volunteers in achieving the organization’s mission.
  • Provides leadership and direction to the Society for Nonprofits’ Board of Directors.
  • Encourages transparent communication between all Board members.
  • Helps guide and mediate Board actions with respect to organizational priorities and governance concerns.
  • Participates in the creation and implementation of the strategic plan.
  • Ensures that timelines are met and that parties are accountable to their responsibilities within the strategic plan.
  • Encourages board participation in the strategic planning process.
  • Communicates as needed with committee chairs to ensure that action items are met and that activities are in-line with the mission and vision.
  • Discusses issues affecting the organization with the Board and any other relevant parties.
  • Represents Society for Nonprofits as an ambassador for the mission at events and other activities.
  • Monitors financial planning and financial reports.
  • Plays a leading role in revenue generation activities including cultivation and stewardship.
  • Annually encourages evaluation of the board and the performance of the organization and its mission.
  • Approves committee chairs and charges committees with work as it relates to the strategic plan.

Board Vice Chairperson

In addition to the member-at-large responsibilities and in accordance with the organizational bylaws, the Vice Chair shall serve in the Chair's place in the event the Chair is unable to serve or perform duties delegated to the Chair. The Vice Chair may have such additional duties as delegated to him or her by the Board of Directors or the Chair:

  • In absence of Chair, coordinates facilitation of board meetings, ensures agendas and minutes are distributed, and implements the strategic plan.
  • Reports to the Board Chair.
  • Works closely with the Board Chair, board members, and organizational staff.
  • Helps the Board Chair to develop and implement office transition plans.
  • Performs other responsibilities as assigned by the board.
  • Serves as Governance Committee Chair as appropriate.
  • Actively recruits new board members and helps to retain current board members.
  • Provides leadership and direction to the Board of Directors.
  • Ensures transparent communication between all Board members.
  • Helps guide and mediate Board actions with respect to organizational priorities and governance concerns.
  • Represents Society for Nonprofits as an ambassador for the mission at events and other activities.
  • Plays a leading role in revenue generation activities.

Board Corporation Treasurer

In accordance with organizational bylaws, the Treasurer is primarily responsible for overseeing Society for Nonprofits’ finances. In addition to the board member-at large responsibilities, the Board Treasurer has the following responsibilities:

  • Oversees all revenues and expenses and creates financial statements (balance sheet, income statement, and cash flow statement) and communicates this information to the Board on a quarterly basis.
  • Works with the Society for Nonprofits’ staff and board to create the Society for Nonprofits’ budget draft and seeks approval from the board on annual budget.
  • Ensures development and board review of sound fiscal policies and procedures.
  • Acts as an official signer on the Society for Nonprofits’ bank account and works with Executive Director on large monetary distributions.
  • Oversees any financial agreements.
  • Participates in revenue generation activities including cultivation and stewardship.
  • Serves as the chair of the finance committee where applicable.
  • In cooperation with the board officers, accepts responsibility for filing annual tax forms as required by the state or the IRS.
  • Provides a full financial report to the board of directors annually.

Board Corporation Secretary

The secretary attends all board meetings and is responsible for maintaining complete and accurate meeting minutes. The secretary is also tasked with monitoring compliance with the organization's bylaws.

The Secretary is primarily responsible for coordinating the recording of board meeting minutes and maintaining organizational documents and records. In addition to the member-at-large responsibilities and in accordance with the organizational bylaws, the Secretary shall be responsible for:

  • Maintaining board records and ensuring effective management of the organization’s records.
  • Managing board meeting minutes: Collect and send a draft of the minutes to the Chair for approval and then send on to the rest of the Board. Minutes should reflect the activities of meetings in an objective manner, without unnecessary commentary. They should include the following information:
    • Who is present and absent?
    • Agenda
    • Items discussed.
    • Key issues raised.
    • Votes and action items and
    • Any other relevant information
  • Ensuring minutes are distributed to members shortly after each meeting.
  • Maintaining sufficient familiarity with legal documents (articles, by-laws, IRS letters, etc.) to reference when necessary, in board meetings.
  • Maintaining a chart of starting and ending dates for each Board member.
  • Working with the Executive Director to ensure all decisions and documents are consolidated in the Society for Nonprofits Handbook.

In the absence of the Secretary at any meeting, a secretary pro tempore shall be appointed by the presiding Officer.

Establishing board committees

The board of directors accomplishes much of its work through committees, which undertake work delegated by the board, make recommendations to the board for discussion and action, and enhance board productivity.

Common standing committees include:

  1. Governance committee. Also known as the nominating committee, this group recruits and orients new board members and develops ongoing educational opportunities for the entire board.
  2. Finance and/or audit and risk committee. This group reviews the organization's accounting policies and internal financial controls. It also works with the organization's audit firm, reviews the auditor's reports, and makes the board aware of key risks facing the charity — and the strategies for dealing with risks.
  3. Executive committee. This group is empowered to deal with issues that arise between the full board meetings. It also formulates the agenda for full board meetings. Membership of the executive committee is typically limited to board officers and the executive director or chief executive.

Other standing committees may include:

  1. Strategic Planning/Fundraising
  2. Personnel
  3. Marketing/Communications
  4. Ministries/Programs/Special Events

Considering the three-committee model

Because of the concern that committees can multiply and become difficult to manage, some nonprofits have adopted a model that consists of just three committees:

  1. Governance committee. As expected, this committee recruits new members, conducts orientation, produces board materials, and evaluates the performance of the board itself.
  2. Internal affairs committee. This group handles all internal and operational issues related to finance, investments, capital acquisitions, human resources, and facilities.
  3. External affairs committee. All external issues — including fundraising, public relations, publications, and marketing — are the responsibility of this group.

This model also allows for an executive committee, which consists of the board chair and the chairs of the three other committees.

The three-committee approach has various advantages. For example:

Each board member only needs to serve on one committee at a time.

Fewer committees means fewer committee meetings, which translates to less work for staff and fewer demands on board members — and more time to focus on tasks rather than logistics (such as scheduling, prepping, and managing meetings)

Because of their small number and the direct tie to the leadership of the board, the accountability lines of the three committees are clearer.

Board meetings can be organized around reports from the three committees, reinforcing the importance of their work.

Using ad hoc committees

The board may appoint ad hoc committees, also called task forces, as needed. These committees are different from standing committees because they're time-limited. Ad hoc committees may be created to oversee specific projects, such as a capital campaign, or to recruit a new executive director or chief executive.

Selecting committee members

Committee size depends on the needs of the board and the organization and a commonsense assessment of how many people are needed to carry out the committee's work.

Committee members should be selected based on their experience, skills, and interests. For example, a board member with an accounting background would likely be a good fit for the finance committee. Every board member should serve on at least one but preferably no more than two committees or task forces.

Current members of the board may serve on committees. In the U.S., some states also allow board committees to include non-board members. For example, if your state laws permits it, your executive committee may include not only two or more directors, but the chief executive officer and chief financial officer as well.

As with individual board members, committees and task forces should be given written statements of their responsibilities, guidelines, and goals. It's the full board's responsibility to regularly assess how each committee is functioning.