Governance for Nonprofit Organizations

From Little Leagues to Big Universities

BOARD OF DIRECTORS/TRUSTEES:
BOARD RESPONSIBILITIES

ONLINE VERSION: TABLE OF CONTENTS Introduction Governance Documents Board of Directors/Trustees: Board Responsibilities Legal Obligations of the Board Personal Qualities of Effective Board Members Board Structure and Operation Effective Meetings Building and Maintaining an Effective Board Making Board Service Fulfilling Guides and Tips Sample Meeting Rules Agenda Suggestions Tips for Basic Minutes and Reports Governance for Nonprofits: From Little Leagues to Big Universities is also available as a free download in PDF form. Right-click here to download.

Some nonprofits are organized as nonprofit corporations with a board of directors, others as trusts or foundations with boards of trustees. Whatever their name, these governing bodies have similar responsibilities. Their function depends on the size and goals of the organization. The larger the organization and the greater the professional staff, the less "hands on" the board will be. However, directors or trustees of smaller organizations may, by necessity, find themselves more involved in the day-to-day operations.

Basic board responsibilities* include:

1. Determining the organization's mission and purpose.
2. Selecting the chief executive.
3. Providing proper financial oversight.
4. Ensuring adequate resources.
5. Ensuring legal and ethical integrity and maintaining accountability.
6. Ensuring effective organizational planning.
7. Recruiting and orienting new board members and assessing the board's own performance.
8. Enhancing the organization's public standing.
9. Determining, monitoring and strengthening the organization's programs and services.
10. Supporting the chief executive and assessing his or her performance.

These responsibilities are largely discharged through meetings of the board and its committees, during which there are group discussions, and the adoption of resolutions passed by directors present at the meetings. The concept that directors act as a body is important to keep in mind in joining a board. Individual directors generally have no authority to bind the organization or take action on its behalf unless they have been given delegated authority from the board. That said, some of the work of the board may be accomplished outside of board or committee meetings. Many boards expect that directors will serve as advocates for the organization throughout the community. Board members may be asked to represent the organization in public meetings. And, in order to act effectively as a director, it may also be necessary for individual directors to meet outside of board meetings with managers, employees, clients, donors, other board members, and other constituents.

*From Ten Basic Responsibilities of Nonprofit Boards, by Richard T. Ingram (Washington, DC: BoardSource, revised 2003)

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