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An Overview of a Nonprofit Board

The board of directors of a nonprofit corporation is
legally and financially responsible for the conduct of
the organization. It is not a passive role but rather
one that must be active for the good of the nonprofit
organization and for reducing liability of the
individual directors. It is not just for-profit
corporations that are under ever increasing scrutiny
for ethical operations.

As a general guide, nonprofit corporations should have
at least five or more board members who are related
only in their commitment to the organization.

The varied talents and contacts of a board from
diverse backgrounds can help a nonprofit organization
grow. A good board member is one that brings unique
ability and perspective to a board and takes an active
interest in the organization.

Having a "well known" board member for the sake of
their name can be more damaging than beneficial.
Having board members who are connected in the
community, are representative of your constituency and
truly want to help the organization succeed are a
better fit.

The board governs the organization and has specific
fiduciary responsibilities for which it must be
accountable. Additional responsibilities vary but
generally include oversight of policy, budgeting,
planning, fundraising, human resources, program
evaluation and board development for the nonprofit.

One of the most important roles of the board is to
hire an executive director for the nonprofit
organization and to give that person room to lead. The
board should provide oversight and not become involved
in day-to-day operations.

The board is organized under officers and through
committees. This is a practical and effective way to
provide governance of most organizations and helps to
involve all board members. Traditionally officers
include a chair who presides at meetings and provides
management of the board, a vice-chair who presides in
the absence of the chair, a treasurer and a secretary.
The treasurer and secretary positions may not be
needed as today these roles are often assigned to
staff of the organization.

Committees of the board can include a a finance
committee, program committee, development
(fundraising) committee, human resources committee,
nominating committee (future board members) and other
areas depending on the needs of the nonprofit
organization. Often smaller nonprofits may have just
one or two committees or create temporary committees
based on present needs. The best way to proceed is
develop committees as needed and make them standing or
temporary depending on the time it will take to
complete committee objectives.

When nonprofit boards meet, and they should, it is
important to record minutes of the meeting. These
minutes are a legal record of activity. They do not
need to be extensive but they should adequately
address matters of importance and show that
discussions took place including any resulting
decisions. Attendance at the board meeting should be
recorded as well. In legal terms, absence from a
meeting or pleading ignorance does not relieve a board
member of responsibility for actions of the board. The
minutes should provide enough information that an
absent member would be able to recognize important
discussions that may require their additional review.

The chair of the board of directors should serve as
the conduit for communicating goals and objectives of
the board to the executive director of the
organization. All members of the board should also
interact with staff, volunteers and those served by
the nonprofit in order to gain insight into
operations. This active interest also builds loyalty
and enthusiasm and develops mutual respect between the
board and those who fulfill the mission of the
nonprofit every day.


©2005 About, Inc., A part of the New York Times
Company. All rights reserved.

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