Duties and Responsibilities of a Board Member



The board of directors is the governing body for the not-for-profit corporation.  As such, the board, and the board alone, is ultimately responsible for the organization’s performance-to its consumers, to funding and regulatory agencies and to the community in which it holds the public trust.  The board separates its governance (policy) responsibilities from the operational (procedural) responsibilities of the staff.  Board members provide important resources (i.e. time, expertise, and energy) that help fulfill an organization’s mission. 

There are eight major policy and monitoring functions of the non-profit board:

                        I.         Program

a.     Programs are the means by which an organization accomplishes its mission

b.     Minimums for Program Functions include:

                                               i.     Making sure each program fits within the mission

                                             ii.     Approving all programs plans annually

                                            iii.     Determining how programs will be evaluated

                                            iv.     Overseeing program accomplishments

 II.         Planning

a.     Planning helps clarify an organization’s desired future and outlines what it will do to get there

b.     Minimums for Planning Function include:

                                               i.     Ensuring that there is a clear vision of the future

                                             ii.     Establishing the organization’s guiding values and adopting a mission statement that identifies the beneficiaries, the general business the organization is in and the end results sought from the organization’s efforts

                                            iii.     Making certain there are short-term and long-term goals

                                            iv.     Monitoring progress

III.         Financial Management

a.     Responsibility for financial planning, budgeting, accounting, payroll, taxes, annual government filings, internal controls, financial analysis, cash management and risk management

b.     Minimums for the Financial Management Function includes:

                                               i.     Understanding and approving financial reports

                                             ii.     Approving an annual budget

                                            iii.     Making certain the budget is balanced

                                            iv.     Overseeing the annual audit

                                             v.     Overseeing investments

                                            vi.     Ensuring compliance with tax and corporate law

IV.         Financial Development

a.     Financial development includes financial development planning and all categories of fundraising, including grants, major donors, special events, membership campaigns, capital campaigns and in-kind donations

b.     Minimums for Financial Development Function include:

                                               i.     Financially contributing to the organization-being a donor

                                             ii.     Actively engaging in fundraising

                                            iii.     Creating a financial development plan

                                            iv.     Monitoring progress of the development plan

  V.         Human Resource Management

a.     The development of personnel policies, record keeping, legal compliance, selection of personnel, organizational charts, job design, compensation, motivation, supervision, performance appraisal, career and professional development, diversity and labor relations

b.     Minimums for Human Resource Management Function include:

                                               i.     Setting personnel policies

                                             ii.     Determining the need for an executive

                                            iii.     Developing the executive job description

                                            iv.     Hiring and supervising the executive

                                             v.     Complying with all employment laws

                                            vi.     Establishing an affirmative action plan

                                          vii.     Monitoring policy compliance

                                         viii.     Acting as a court of last resort

VI.         Marketing and Public Relations

a.     Ensures that an organization’s various markets are understood and that they are reached and served efficiently and effectively.

b.     Minimums for Marketing and Public Relations Function include:

                                               i.     Understanding the organization’s markets

                                             ii.     Knowing how well these markets are being served

                                            iii.     Linking the organization to external markets

                                            iv.     Publishing an annual report

VII.         Information Management

a.     The establishment of an management information system and related technological and software support

b.     Minimums for Information Management Function include:

                                               i.     Determining what information is needed and who needs it

                                             ii.     Ensuring that the organization can generate the necessary information

                                            iii.     Using the information for decision-making, planning and oversight

VIII.         Board Affairs

a.     A strong board is one of the most important ingredients of a successful nonprofit.  It is up to the board itself to develop the board and ensure its continuity.  The quality of the board members is critical to good governance.  The board must nominate and elect board members with the representation, contacts, skills, and knowledge to conduct the business of the board

b.     Minimums for Board Affairs Function include:

                                               i.     Assuring continuity through the nominating process

                                             ii.     Defining the board through bylaws and following those bylaws

                                            iii.     Establishing a procedure to evaluate itself


***Note that many of the minimums listed above are responsibilities of the board.  Monthly reports include updates on the above responsibilities*** 

By law, board members exercise three primary duties:

          1.    Duty of Fiduciary/Loyalty

a.     To act in good faith, in the best interests of the organization.  The duty of loyalty ensures procedural safeguards when there is a conflict of interest.  This might occur when a board member and the organization are in competition on one side of a transaction

2.    Duty of Obedience

a.     Ensures that the organization operates in keeping with the laws and rules governing its formation and status, and in accordance with its own bylaws and mission.  As well to understand and obey the state and federal laws that governs the non-profit actions

3.    Duty of Care

a.     To act as any prudent person would in a like circumstance.  This requires diligent, attentive, informed participation.  To ensure the highest degree of competence and care are taken to avoid reasonable foreseeable harm.


Board members are expected to sign the Code of Conduct and be an ambassador for the organization in the community and at appropriate public and civic organizations.