Ten Basic Responsibilities of Nonprofit Boards

  1. DETERMINE THE ORGANIZATION'S MISSION AND PURPOSE A statement of mission and purposes should articulate the organization's goals, means, and primary constituents served. It is the board of directors' responsibility to create the mission statement and review it periodically for accuracy and validity. Each individual board member should fully understand and support it.

  2. SELECT THE EXECUTIVE Boards must reach consensus on the chief executive's job description and undertake a careful search process to find the most qualified individual for the position.

  3. SUPPORT THE EXECUTIVE AND REVIEW HIS OR HER PERFORMANCE The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization. The chief executive, in partnership with the entire board, should decide upon a periodic evaluation of the chief executive's performance.

  4. ENSURE EFFECTIVE ORGANIZATIONAL PLANNING As stewards of an organization, boards must actively participate with the staff in an overall planning process and assist in implementing the plan's goals.

  5. ENSURE ADEQUATE RESOURCES One of the board's foremost responsibilities is to provide adequate resources for the organization to fulfill its mission. The board should work in partnership with the chief executive and development staff, if any, to raise funds from the community.

  6. MANAGE RESOURCES EFFECTIVELY The board, in order to remain accountable to its donors, the public, and to safeguard its tax-exempt status, must assist in developing the annual budget and ensuring that proper financial controls are in place.

  7. DETERMINE AND MONITOR THE ORGANIZATION'S PROGRAMS AND SERVICES The board's role in this area is to determine which programs are the most consistent with an organization's mission, and to monitor their effectiveness.

  8. ENHANCE THE ORGANIZATION'S PUBLIC IMAGE An organization's primary link to the community, including constituents, the public, and the media, is the board. Clearly articulating the organization's mission, accomplishments, and goals to the public, as well as garnering support from important members of the community, are important elements of a comprehensive public relations strategy.

  9. SERVE AS A COURT OF APPEAL Except in the direst of circumstances, the board must serve as a court of appeal in personnel matters. Solid personnel policies, grievance procedures, and a clear delegation to the chief executive of hiring and managing employees will reduce the risk of conflict.

  10. ASSESS ITS OWN PERFORMANCE By evaluating its performance in fulfilling its responsibilities, the board can recognize its achievements and reach consensus on which areas need to be improved. Discussing the results of a self-assessment at a retreat can assist in developing a long-range plan.

From Ten Basic Responsibilities of Nonprofit Boards. Washington, DC: National Center for Nonprofit Boards, Revised 1996.

What are the responsibilities of an individual board member?

Individual Board Member Responsibilities

  • Attend all board and committee meetings and functions, such as special events.
  • Be informed about the organization's mission, services, policies, and programs.
  • Review agenda and supporting materials prior to board and committee meetings.
  • Serve on committees and offer to take on special assignments.
  • Make a personal financial contribution to the organization.
  • Inform others about the organization.
  • Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization
  • Keep up-to-date on developments in the organization's field.
  • Follow conflict of interest and confidentiality policies.
  • Refrain from making special requests of the staff.
  • Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization's annual financial statements.

Personal characteristics to consider

  • Ability to: listen, analyze, think clearly and creatively, work well with people individually and in a group.
  • Willing to: prepare for and attend board and committee meetings, ask questions, take responsibility and follow through on a given assignment, contribute personal and financial resources in a generous way according to circumstances, open doors in the community, evaluate oneself.
  • Develop certain skills if you do not already possess them, such as to: cultivate and solicit funds, cultivate and recruit board members and other volunteers, read and understand financial statements, learn more about the substantive program area of the organization.
  • Possess: honesty, sensitivity to and tolerance of differing views, a friendly, responsive, and patient approach, community-building skills, personal integrity, a developed sense of values, concern for your nonprofit's development, a sense of humor.

From Six Keys to Recruiting, Orienting, and Involving Nonprofit Board Members. Washington, DC: National Center for Nonprofit Boards, 1995.

What are the legal responsibilities of nonprofit boards?

Under well-established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. Several states have statutes adopting some variation of these duties which would be used in court to determine whether a board member acted improperly. These standards are usually described as the duty of care, the duty of loyalty, and the duty of obedience.

Duty of Care

The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of "care that an ordinarily prudent person would exercise in a like position and under similar circumstances." This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.

Duty of Loyalty

The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.

Duty of Obedience

The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.

FromThe Legal Obligations of Nonprofit Boards: A Guidebook for Board Members. Washington, DC: National Center for Nonprofit Boards, 1997