Board Member Duties
The board acts as trustee of the organization's assets and ensures that the nonprofit is well managed and remains fiscally sound. In doing so, the board must exercise proper oversight of the organization's operations and maintain the legal and ethical accountability of its staff and volunteers.
The main legal responsibilities of a nonprofit board are often summarized in the "three Ds":
Duty of care: Board members are expected to actively participate in organizational planning and decision-making and to make sound and informed judgments.
Duty of loyalty: When acting on behalf of the organization, board members must put the interests of the nonprofit before any personal or professional concerns and avoid potential conflicts of interest.
Duty of obedience: Board members must ensure that the organization complies with all applicable federal, state, and local laws and regulations, and that it remains committed to its established mission.
In addition to its legal responsibilities, the board acts in a fiduciary role by maintaining oversight of the nonprofit's finances. Board members must evaluate financial policies, approve annual budgets, and review periodic financial reports to ensure that the organization has the necessary resources to carry out its mission and remains accountable to its donors and the general public. The board must also ensure compliance with federal and state regulations.
President / CEO / COO
Nonprofit organizations generally have a board of directors led by a board president. Serving as the face of the organization, the nonprofit's board president is the glue that holds the organization together. It isn’t uncommon for the board president to wear many hats, including oversight of organizational finances, vision, mission, staffing and long-term goal setting.
A board president often comes to the position with extensive leadership experience, demonstrated success as a committee chair or board member, and a history of building capacity in the nonprofit sector.
Supervision of Staff
Most nonprofit organizations have an executive director who manages the daily operation of the organization. The board president supervises the executive director and provides guidance and support. The executive director seeks advice and counsel from the board president in the event of high-profile issues or problems.
Supervises the executive director to ensure staffing is adequate, financial records are in order, and short and long-term goals are realized.
Provides support and advice to the executive director to develop a professional development plan and to assist with client issues and concerns.
The board president leads the organization in strategic planning. In consultation with the executive director and board members, the board president sets short- and long-term goals to ensure the organization is mission-centered and outcome-oriented.
Works collaboratively with board members and the executive director to set organizational goals.
Creates a strategic plan with specific, measurable outcomes.
Assessment and Evaluation
The board president is responsible for tracking organizational progress and evaluating the completion of established goals. This usually involves a full assessment of organizational needs, reviewing financial statements and digging deeper into community needs. Regular assessment and evaluation assists the governing board in long-range planning.
Responsible for working with the board to set short- and long-term organizational goals. Goals should include community outreach, organizational capacity, fundraising and capital improvements.
Evaluates progress of the planned outcomes and the strategic plan to grow organizational capacity and connect daily work with the vision and mission of the organization.
Lead the Executive Board
The board president convenes the executive board in regular meetings and planning retreats. Many organizations have special committees that work on individual needs of the organization. The board president monitors progress of committees and aligns their work with organizational mission and goals.
Schedules and leads executive board meetings. Determines frequency of meetings. Creates an agenda that includes financial reporting, personnel updates, community outreach and progress reports from each standing committee. Regularly reviews the organization's work plan and conducts semi-annual employee evaluations.
Aligns organizational goals with the work of special interest committees. Creates special interest committees geared toward fundraising, community outreach, marketing and youth development. Meets with committee leaders and provides guidance about workflow and how individual committees can support the community impact of the organization.
Nonprofit organizations rely on external fundraising to build organizational capacity and embark on capital and operating projects. The board president leads fundraising efforts and coordinates special finance campaigns. This often involves meeting with individual donors, seeking the support of corporate sponsorship and tapping organizational constituents for individual donations.
Spearheads financial campaigns to bolster the organizational budget. Takes the lead on community-wide fundraising events such as "Dancing With the Stars," direct mail solicitations, holiday tree sales and other innovative events.
Meets with donors and corporate supporters to seek financial donations. Establishes a targeted private funding goal, creates a recognition system to honor donors and aligns the fundraising goal with the budgetary needs of the organization.
Expands the number of community donors by 10 percent, annually. Disseminates the results in a community report.
Vice President / CFO
Non-profit organizations are provide services intended to enhance the life of a community or person. The non-profit company or agency adopts a cause, such as feeding the underprivileged, and most of the revenue is committed to support this cause. The vice-president of a non-profit organization generally has the same duties as the vice-president of a for-profit organization.
The vice-president of a non-profit organization works closely with the board of directors and other top executives to define the mission of the organization. These policy procedures are developed, planned and enforced so the non-profit can achieve its goals.
Under the direction of the board of directors, chief executive officer and president, the vice-president of a non-profit organization leads the daily operation of the organization. The vice-president not only leads by example, but outlines the duties and responsibilities of the employees. Management of the operation by the vice-president helps ensure that all mission objectives are met.
Fundraising accounts a major percentage of the revenue of a non-profit organization. A vice-president engages businesses and citizens to support the cause or mission of the organization. Creating fundraising ideas, implementing fundraising events and personal involvement with the fundraising activities are important duties of the vice-president.
A non-profit vice-president ensures that all finances are being maintained according to state and federal regulations. Part of this financial duty is oversight of each department's budget. The vice-president also assists in allocating department budgets and redistributing funds to departments that are running over or under budget.
Every non-profit company vice-president compiles periodic reports outlining the finances and operational successes or failure of the organization. The reports are submitted to the board of directors and other top executives on an annual, semi-annual or quarterly basis. The reports include suggestions on how to improve the non-profit's performance.
Duties of the Secretary of a Nonprofit Corporation
The secretary position of a non-profit organization plays a critical role in fostering communication and diligence through proper management and utilization of important records such as meeting minutes and the organization’s bylaws.
The secretary position has wide-ranging responsibilities, requiring much more than simply being present at all board meetings. He or she is an active conduit for communication by giving proper notice of any meetings and timely distribution of materials such as agendas and meeting minutes.
Additionally, the secretary should be knowledgeable of the organization’s records and related materials, providing advice and resources to the board on topics such as governance issues, amendments to the state laws, and the like, that will assist them in fulfilling their fiduciary duties.
As the custodian of the organization’s records, the secretary is responsible for maintaining accurate documentation and meeting any legal requirements such as annual filing deadlines. The secretary is responsible for reviewing and updating documents as necessary and ensuring all documents are safely stored and readily accessible.
A secretary will be most useful to an organization when his or her role is catered to meet the unique structure and needs of the organization, rather than filling a “one-fits-all” job description. For example, these duties often increase when the corporation is a membership organization, giving members the right to elect the directors.
Duties may additionally change from time to time as may be assigned to him or her by the board.
Organizations are required by law and by custom to maintain certain records for several purposes, including:
- accurate recollection of decisions;
- determination of eligibility to vote;
- continuity of policies and practices;
- accountability of directors and officers.
The Secretary is responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board's business was conducted.
In order to fulfill these responsibilities, and subject to the organization's bylaws, the Secretary records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices, submits various reports to the board, maintains membership records, fulfills any other requirements of a Director and Officer, and performs other duties as the need arises and/or as defined in the bylaws.
The Secretary is accountable to the Board of Directors (if elected or appointed by them) or Members. (If elected by the membership at a members meeting) as specified in the bylaws.
Through the Board of Directors, certain duties of the Secretary may be delegated to the Executive Director, Board members and/or committees as appropriate; however, the accountability for them remains with the Secretary.
The secretary is responsible for ensuring that accurate minutes of meetings are taken and approved.. Requirements of minutes may vary with the jurisdiction but should include at a minimum:
- date, time, location of meeting;
- list of those present and absent;
- list of items discussed;
- list of reports presented;
- text of motions presented and description of their disposition.
The Secretary signs a copy of the final, approved minutes and ensures that this copy is maintained in the corporate records.
Custodian of records
The secretary ensures that the records of the organization are maintained as required by law and made available when required by authorized persons.
These records may include founding documents, (eg. letters patent, articles of incorporation), lists of directors, board and committee meeting minutes financial reports, and other official records.
The Secretary ensures that official records are maintained of members of the organization and Board. He/She ensures that these records are available when required for reports, elections, referenda, other votes, etc.
The Secretary ensures that an up-to-date copy of the bylaws is available at all meetings.
The Secretary ensures that proper notification is given of directors' and members' meetings as specified in the bylaws.
The Secretary manages the general correspondence of the Board of Directors except for such correspondence assigned to others.
The Secretary participates in Board meetings as a voting member.
The Secretary provides items for the agenda as appropriate. In the absence of the President (and Vice-President, if the position exists), the Secretary calls the meeting to order, presiding until a temporary chairperson is elected.
The secretary records meeting minutes as described above Depending upon the bylaws and practices of the organization, the Secretary may perform these duties for Member meetings (eg. Annual General Meeting) and/or for an executive committee.
The Secretary may be designated by the Board of Directors and/or bylaws as one of the signing officers for certain documents. In this capacity, the Secretary may be authorized or required to sign or countersign checks, correspondence, applications, reports, contracts or other documents on behalf of organization.
Filing of Documents
The Secretary may be the registered agent with respect to the laws of the jurisdiction.; the person upon whom legal notice to the corporation is served, and responsible for ensuring that documents necessary to maintain the corporation are filed.
This document uses the word "ensure" to convey the intent that accountability for the specified responsibilities lies with the Secretary but it is not necessarily the Secretary who carries out the activity. Indeed, we expect that many of these responsibilities will be delegated to board committees, staff, or others including experts retained for a specific purpose. The word "ensure" is not intended to imply any additional source of legal duties beyond those that are required by law.
Minutes should have enough information to help absent directors and members understand what issues were discussed and what decisions were made. Some lawyers advise that in certain circumstances, minutes should include summary of discussion, rationale for decision, names of those participating in the discussion, and the roll call, noting any declared conflicts of interest.
These circumstances: are if the matter is contentious, if board members dissent, if there is any concern about exposure to liability, or if a board member has a conflict of interest.