Understanding Nonprofit Board Roles & Responsibilities

The Board of Directors are the leaders and governing body of the non-profit organization. The board is vital to ensuring the non-profit follows their mission, upholds the legality of the organization, and determines its political values.

Basic Responsibility of a Non-Profit Board of Directors

Since, the board of directors is responsible for the health and future of the non-profit organization, they create governing and financial policies. They hold regular meetings and vote on issues involving the organization.

There are also three legal duties the board of directors must adhere to: “duty of loyalty,” “duty of obedience,” and “duty of care.”

Duty of Loyalty

By following this law, board members make decisions based on the best interest of the non-profit. Board members are not to vote based on personal interests.

Duty of Obedience

Board members must follow any laws or acts relevant to the nonprofit. They must also act to advance the nonprofit’s mission and corporate purpose.

Duty of Care

This law requires board members to oversee the sensible use of the non-profit’s resources for the good of the organization.

In addition to legal and mission responsibilities, a non-profit board also oversees the committees carrying out the organizations work. There are many types of committees, but typically there is at least an executive committee, a governance committee, and finance/audit committee.

Positions on the Board and Their Responsibilities

Each board member has a different role and set of responsibilities to ensure the success of the non-profit organization. Typically, the non-profit board includes a president, vice president, treasurer, and secretary. All board members, regardless of position, are volunteers and separate from paid staff of the organization.

President/ Board Chair

The president, the head of the organization, often represents the organization in the media, and runs board meetings. The president can also have additional responsibilities as outlined in the bylaws.

Vice President/Vice Chair

This person is next in line to become president of the organization. They will step in to provide leadership and run board meetings when the president is not available.


The treasurer is in charge of overseeing the non-profit’s finances. This can include maintaining financial records, check signing, approving expenditures, and preparation/review of financial reports. The Treasurer presents the financial reports to the rest of the board on a regular basis.


The board secretary keeps minutes of the meetings and submits them to the board for approval. The secretary also manages the organizations non-financial documents.

Board members

There are other board members who perform various duties for the organization. For instance there might be a Public Relations Committee Chair that oversees the PR campaigns for the organization. These members attend meetings and vote on board motions. Board members volunteer to serve on the board and positions vary based on the organization’s needs.

Selecting Non-Profit Board Members

There are four types of non-profit boards: elected, appointed, prescribed, and self-selected.

Elected boards form when an organization allows its members to vote for the board members. Appointed boards are less common, and they form when an outside institution appoints members to serve on the board of directors.

A prescribed board forms when the funder has set requirements for board member eligibility. Only members who meet those requirements can serve on the board of directors.

The self-elected board is most common. The current board asks for nominations and then members elect the board.

It is important for board members to have proper education and training no matter the selection process. Non-profit organizations should have:

  • A pre-determined board recruitment process
  • Written job descriptions for each board position
  • Orientation for new board members
  • Ongoing training for board members
  • An evaluation process for the board

An Effective Non-Profit Board

It is important to have an effective non-profit board for the well-being of the organization. Ways to ensure the non-profit board is operating effectively include:

  • Creating an annual calendar of meetings
  • Developing and distributing meeting agendas
  • Keeping accurate minutes
  • Having a board member serve on each committee

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