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Association Management

Nonprofit Board Member Responsibilities and Roles 101

MemberClicks Avatar MemberClicks March 21, 2023
Table of Contents
9 min read

The world is run on the volunteer contributions of board members. Without then there wouldn’t be food banks. Or recreation centers. Or charities raising money for cancer research.

Whether you’re someone considering joining a board to give back to your community or a non-profit staffer who wants to make sure all your organization’s new board members fully understand their role, this article is for you. We’ll walk through everything you need to know about board member responsibilities and roles.

What we'll cover here

Understanding the role of a nonprofit’s board

Organizations of all kinds have boards of directors. These include companies, banks, and some educational institutions. In the non-profit world, a board of directors is a group of people who have been elected from members of the non-profit to oversee the management and strategy of the organization.

Having a board is a requirement of being a non-profit in many jurisdictions. Some state laws even proscribe a minimum board size. A typical board generally has about eight to 14 members, with larger or more complex organizations potentially having an even larger board. The idea behind boards is that they allow people from different backgrounds to contribute their experience and expertise towards the success of the non-profit. For example, a non-profit often benefits considerably from having a lawyer or an accountant on their board.

Board members aren’t staff members. In fact, they oversee the work of the organization’s staff members. Instead, they’re leaders who steer the organization. This can include things like:

  • Providing strategic advice or direction
  • Governance
  • Setting financial policies
  • Overseeing resource allocation
  • Working to achieve operational sustainability
  • Strategizing around growth and setting a direction

Being a general board member means being involved in this kind of governance work – but there are also additional defined roles that a board member might elect to also take on like President/Chair, Vice-President/Vice-Chair, Secretary, Treasure and more.

As the vast majority of nonprofit board members serve as volunteers, clearly defining board member roles and responsibilities is especially important.

Understanding nonprofit board governance

Being on a board is a big responsibility. That’s because a non-profit board governs the organization by overseeing its operations to ensure that it’s working to fulfill its mission and ensure the organization’s long-term sustainability.

As a board member, you are legally accountable for the decisions you make and the actions you take as part of the board responsible for governing the organization (that’s why you should always make sure the organization you’re joining has board insurance to cover you from liability).

A board member’s job is to ensure that the organization operates effectively, ethically and legally. 

Here are some examples of elements of things that a board would do in its governance capacity:

  • Create clearly defined board responsibilities
  • Set compensation and monitor the performance of the executive director
  • Create member recruitment and qualification guidelines
  • Create board member attendance guidelines
  • Work on organizational compliance to any relevant legal requirements
  • Create internal guidelines like term limits and board reimbursement policies
  • Regularly review and update governing documents

Common Nonprofit Board Governance Models

There are a few common ways that non-profits use boards. The most important difference is that some are legally liable for their decisions while others are not.

  • Voluntary board: A voluntary board is a governance board that is made up of volunteer board members that want to support their community. In this model, the board provides the governance and there are paid employees or volunteers who complete most of the non-profit’s labor.
  • Advisory board: A non-profit with another kind of governance model or board might decide to also have an advisory board. An advisory board often includes professionals from the community who have expertise the organization needs but who don’t have enough capacity or time to commit to a governance board position. Many non-profits also create advisory boards as a way to engage current or potential donors. Advisory boards can be part of a successful fund development strategy. Generally, advisory boards are not governance boards and, therefore, not legally liable for an organization’s actions but there are exceptions.
  • Patron board: A patron bord is often technically a governance board but the people chosen to be on it are people who have a significant amount of financial capacity and contribute generously to the organization. 
  • Cooperative: A cooperative board is a board that doesn’t have the same kinds of hierarchies as other kinds of boards. For example, rather than having a chair, all board members take turns chairing a meeting. On these types of boards, all members have an equal voice.  

Despite these and other models for boards, ultimately, every organization and board can carve out the body and position as they see fit. The board gets to decide what it’s primary focus should be – whether that be governance, fundraising, community partnerships, day-to-day management, or some combination of those.  

The general responsibilities of nonprofit board members

One key board member responsibility is the legal responsibility to ensure that the organization is operating effectively, without bias and in compliance with all regulations and laws.

While the exact legal responsibilities vary by jurisdiction, generally board member responsibilities fall under these key legal categories:

  • Duty of Care: A fiduciary duty that requires that board members conduct due diligence and prudence and make decisions in the non-profit’s best interest.
  • Duty of Loyalty: A duty that requires board members place the non-profit’s interests before their personal interests.
  • Duty of Obedience: A requirement that board members ensure that the non-profit is in compliance with all applicable laws and regulations, carries out its mission and follows its own policies.

Within these categories, specific responsibilities include but aren’t limited to:

  • Governance, oversight, compliance
  • Advancement of the nonprofit’s mission
  • Financial management
  • Policy development and implementation
  • Strategic goal-setting for the organization
  • Overseeing executive performance and compensation
  • Securing and effectively allocating operating funds
  • Approving the terms of major and/or complex gifts and sponsorships
  • Regular meeting attendance
  • Recruitment of new board members

6 key board member roles and their responsibilities

When you’re joining a board, you might also be asked to take on a specific board member role. Wondering what you’re getting yourself into? Here’s what you would be signing up for if you said yes.

Chairperson or President

The Chair or President of a non-profit along with the executive director are the two most important people at a non-profit. The Chair is responsible for presiding over meetings and managing the board’s process.

Generally, the Chair is chosen from existing board members since a Chair should ideally have significant experience working on behalf of that organization and deeply understand the non-profit’s operations. The Chair’s position can also be time consuming.

Some organizations place term limits on a board Chair’s position but there is no requirement that new Chairs are put in place so long as the board of directors is happy with the performance of the Chair.

Duties include:

  • Presides over meetings
  • Co-authors the agenda
  • Appoints board committees
  • Appoints board leadership
  • Appoints a search committee
  • Ensures the integrity of the organization
  • Supports/supervises the Executive Director
  • Represents the organization
  • Leads board and organizational evaluations

Vice-Chair

A board’s Vice-Chair is often someone who is being trained to take over the Chair position in the future. However, committing to being a board chair isn’t a requirement for holding the Vice-Chair role. A Vice-Chair role varies significantly from one non-profit board to another. On some, the Vice-Chair simply steps in when the Chair is unavailable. On others, the Vice-Chair takes over some of the responsibilities that typically would fall on the Chair.

Some typical responsibilities of the Vice-Chair could be helping onboard new board members, monitoring board training, helping enforce policies or working to recruit new board members. The Vice-Chair also often leads or attends board committee meetings that the Chair is unable to attend.

 Duties include:

  • Shares responsibilities with the Chair
  • Steps in when the Chair is unable to
  • Helps with board recruitment
  • Helps with board training
  • Enforces policies
  • Onboards new board members

Secretary

A board Secretary is crucial to a well-functioning board. The Secretary is the main source of documentation around the board’s decisions. For legal and liability reasons, boards have to keep accurate records of their meetings, discussions that were had and how things were decided.

The Secretary does this but also distributes and verifies the meeting minutes’ accuracy, helps schedule board meetings and creates agendas. Certain boards might have additional requirements for a board Secretary as well.

Duties include:

  • Records board minutes
  • Distributes board minutes
  • Schedules board meetings
  • Tracks board attendance
  • Maintains accurate records
  • Helps create board agendas
  • Holds members accountable

Treasurer

Being a board Treasurer is a big responsibility. A non-profit’s Treasurer is responsible for overseeing a non-profit’s financial resources, bank accounts, budgets and being accountable for all money that is paid out.

The Treasurer, along with another board member, often have to sign off on all of the organization’s expenses. They are therefore responsible for ensuring the organization’s financial integrity. Most Treasurers come from financial professions such as accounting or finance.

Duties include:

  • Create budgets
  • Approve budgets
  • Count cash
  • Write checks
  • Verify expenses
  • Monitor an organization’s financial situation

Committee Chairs

Sometimes there are pressing issues with your organization and it doesn’t make sense to speak about them at the broader board level. After all, if you talked through all the challenges of an organization during a board meeting it might go on for hours. Board committees allow board members to talk about specific concerns in greater depth and then report back to the main board. Some examples of board committees include a fundraising committee, a recruitment committee or a finance committee.

A committee can include a mix of board members, staff and other stakeholders. The Committee Chair plays the role of the Chair during these meetings ensuring that everyone stays on task and topic. The Chair also reports back to the main board afterwards.

Duties include:

  • Presides over committee meetings
  • Co-authors the committee agenda
  • Recruits volunteers for the committee
  • Reports back to the board

Board Directors

A Board director’s role can vary depending on the specific organization and type of board. For example, a patron board member might donate more but do less program development versus a volunteer board where board members might be more likely to support the development of new programs.

That said, many board member responsibilities remain consistent from one organization to another. Things like strategic planning and financial and legal oversight are generally a part every governance board member’s role.

Duties include:

  • Strategic planning
  • Financial oversight
  • Legal and ethical accountability
  • Represent the nonprofit
  • Oversee operations and programs
  • Nominate new members

Ensuring board member responsibilities are understood

Having a strong board often translates to having a healthy and sustainable non-profit. It’s important that non-profits choose great board candidates, inform them of the roles and responsibilities involved in joining the board and support them with the appropriate board training to make them successful.

Not doing that could lead to dysfunctional boards that aren’t operating as intended – which could have negative impacts on the reputation or operations of the organization. 

Here are some tips for things that non-profits can do to support the development of a strong board:

  • Ensure you have “job descriptions” for a general board member role and specific roles on the board that clearly and accurately define responsibilities.
  • Gather educational resources for your board members and encourage them to stay on top of developments in the nonprofit field. Joining a state association of nonprofits can be a great way to accomplish this.
  • Seek advice and guidance from peer organizations’ boards. For example, consider inviting them to speak.
  • Conduct annual self-assessments for board members. Don’t hesitate to ask board members to step down or volunteer in other ways if their participation isn’t helpful. The success of your organization depends on the effectiveness of the board.
  • Use public-facing and internal tools that simplify your board’s work. Make use of data to generate clear, actionable reports that make it easier for board members to understand the current state of things and make smarter decisions.
  • Ensure that you have the right tools to simplify board reporting and organizational transparency like MemberClicks’ association management software. Your board members will have all the information they need to govern your non-profit effectively.

Looking for more support?

Here are some other resources to learn more about effective nonprofit management:

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