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Board Member Roles and Responsibilities

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Ten Basic Responsibilities of Nonprofit Boards

1. Determine the Organization's Mission and Purposes

The board is fundamentally responsible for defining the organization's mission and what it strives to accomplish. A commitment to the organization's mission should drive the board's sense of public accountability.

A widely distributed statement of mission and purposes should articulate what the organization does, why it does it, and whom it serves. It should explain what makes the organization distinctive and special and present a compelling reason for individuals, foundations, and corporations to support it financially.

An adequate statement of mission and purposes should serve as a guide to organizational planning, board and staff decision-making, volunteer initiatives, and setting priorities among competing demands for scarce resources. The board should assess program activities against the mission to ensure that the organization is not drifting away from its original purposes. The mission sets the stage for developing fundraising strategies and strategic planning as well as the board's many other responsibilities.

2. Select the Chief Executive

Prior to a search process, the board should:
Review the organization's statement of mission and purposes and ensure its adequacy;
Conduct an inventory of the organization's major strengths and needs;
Establish specific long-term priorities for the next period of executive leadership;
Establish clear objectives and clarify expectations for at least the first year of the new chief executive's service;
Articulate the particular characteristics, skills, and style it seeks in its new chief executive;
Provide an adequate compensation package and other employment terms;
Clarify its own functions as distinct from those of the chief executive and staff, including recognizing the chief executive's exclusive responsibility to select and supervise a management team without board interference; and
Prepare a comprehensive job description that reaffirms that the organization's chief executive is the chief staff-officer (by whatever title). There should be no ambiguity with the position of top elected board officer on this matter.

3. Support the Chief Executive and Assess His or Her Performance

The chief executive needs consistent moral and substantive support from the board. Although the primary responsibility for supporting the chief executive often falls to the board’s top elected officer, it remains a board function. Some boards have found it useful to assign the responsibility for assessing the chief executives performance to the executive committee. This helps, but the board as a whole should ensure that the chief executive:
Receives frequent and constructive feedback;
Is assisted when board members overstep prerogatives or misunderstand their roles;
Feels that his or her performance is being assessed in relation to the board's performance;
Is introduced to other community leaders and organizations;
Is invited to important social functions;
Is complimented for exceptional initiatives;
Is encouraged to take professional and personal leaves for renewal; and
Feels that the board is aware of and sensitive to family sitiations and needs.
With regard to informal and formal performance reviews, the board and chief executive should agree on purposes and processes. This delicate business is helped immeasurably if annual goals and objective are mutually discussed and agreed on; they become the primary criteria for review, through informal and candid discussion.
The primary purpose of the evaluation is to help the chief executive perform more effectively. (Ideally, to keep the process healthy and constructive, compensation increases and contract renewal decisions should not be the primary purpose for conducting the process.)

4. Ensure Effective Organizational Planning

The planning process enables the board and staff to translate the broad mission of the organization into objectives and goals that can be measured and accomplished.
Board members must be involved extensively in the strategic planning process if they are to assume proper "ownership" of the plan and otherwise help to implement many of the plan's goals and objectives, including the acquisition of new resources. Their role is essentially one of asking good questions, expecting good answers, and serving as resources in areas of personal and professional expertise. The board's committee structure offers particularly helpful opportunities to engage board members in certain areas to be addressed in the plan.
Does the mission statement need fine-tuning or a major adjustment?
Are the plan's underlying assumptions about the organization and its external environment comprehensive and plausible? Are any major factors missing?
What are the cost-benefit ratios for each of the organization's current programs and services? Are any peripheral to the organization's primary purposes? Which should be retained? Which should be discontinued or modified?
How can the organization effectively reach more people in its programs and services? Which of the proposed initiatives hold the best and most realistic promise in this regard? Are new priorities clear and the proposed means of paying for them realistic? Which can or should be self-supporting and which should be operated at a loss?
What are the staffing implications of proposed new programs and services? How will the organization pay for additional staff positions? Is it time for a comprehensive review of the organization's governance structure? Should the board conduct an assessment of its own role, membership, organization, and performance a part of, or in advance of, the planning process itself? How should this be done?
Looking at recent income and expenditure trends, how realistic are projections? What goal should the organization strive to achieve for financial reserves (e.g., at least one-half of its annual operating budget)?
Is the organization adequately staffed to conduct an ambitious set of fund-raising initiatives? Are the chief executive's and board's roles clear on this score?
Depending on the special circumstances, mission, and purposes of the organization, most long-range or strategic plans will include some variation and combination of these elements:
Statement of mission and purposes;
Assumptions about the future (likely internal and external circumstances);
Current programs and services;
New programs and services;
Membership development and retention strategies (if appropriate);
Staffing (current and projected);
Board of directors (size: method of selection, committee structure; other bylaw provisions);
Financial projections (income and expenditures);
Fundraising strategies; and Public Relations.

5. Ensure Adequate Resources

An organization can only be effective if it has resources to meet its purposes. Providing adequate resources is first and foremost a board responsibility.
All board members should make an annual gift in line with their means. Their personal and collective example is very important. In addition to being able to report 100 percent participation to potential and past supporters, board members are better fundraisers when they know they have done their part.
The board should periodically consider and approve a fundraising rationale and plan a "case statement." This is a written statement of need that extends in more detail what is presented in the organization's statement of mission and purposes. The case should clearly answer why the organization needs money and how it will be used.
The board should guard against a natural tendency to behave as if its development or fundraising committee alone bears the responsibility for initiatives in this area. Again, fundraising is a full board function; the appropriate standing committee is simply the board's agent to help coordinate.
Although fundraising plays an integral role in ensuring adequate resources for an organization to function, the board's responsibility goes beyond members' function as fundraisers. The board must ensure that the organization's current revenues are stable and encourage the cultivation of sources of revenue that are sustainable for the long-term. For instance, the board may advocate the creation of revenue-generating activities that have the potential for growth, such as income from publication sales, membership dues, and other appropriate fees. Entrepreneurial leadership is required today as never before.

6. Manage Resources Effectively

An important part of serving the public trust is protecting accumulated assets and managing current income properly.
Boards traditionally exercise this responsibility by helping to develop and approve the annual budget. This responsibility should not be delegated to the board's executive or finance committee.
The board should insist on an annual audit by an independent auditor or accounting firm. The audit function should never be performed by a volunteer board member. As the auditors are directly responsible to the board, it is good practice for the board's finance committee to meet with the auditor at least subsequent to the audit process and before the audit is in its final form.
Several other functions are part of the board's responsibility of managing the nonprofit organization's resources effectively, including ensuring that the requisite cash-management controls are in place and monitoring the performance of key staff members.
Board financial responsibilities include purchasing adequate liability insurance, monitoring the distribution of authority for financial decisions between the board and staff, and overseeing investments.

7. Determine, Monitor, and Strengthen the Organization's Programs and Services

The board's fundamental role begins with the question of whether current and proposed programs and services are consistent with the organization's stated mission and purposes.
What the organization does for its members, constituents, or clients determines its significance as a social institution. Every board must find a sensible division of labor among its members to ensure that programs and services are demonstrably consistent with the organization's mission and pur-poses and are of high quality. This minimally argues for a standing committee to oversee programs.
Is it time to conduct a survey of constituents (or clients or members) to determine their satisfaction with programs and services? When and how was this last done? What were the results? (Such a Survey of users could also elicit suggestions to improve existing programs and services and recommend new ones.)
How can the board and staff monitor Constituent satisfaction? With future programs and services in a consistent, cost-effective, and reliable manner?
What do we know about who participates in or takes advantage of each of our major programs and services?
What proportion of the annual budget is devoted to programs and services as distinct from personnel costs and other expenditures?
How should information acquired from ongoing monitoring of the organization's programs and services be used to change its policies or priorities?

8. Enhance the Organization's Public Standing

Board members serve not only as a link between the organization's staff or volunteers and its members, constituents, or clients, but also as the organization's ambassadors, advocates, and community representatives.
Written annual reports, timely and informative press releases, consistent communication initiatives with community and government leaders, and timely speeches by appropriate board members to civic and community groups are important elements of a comprehensive public awareness strategy. Over the course of their tenure, board members may meet with elected officials, testify before legislatures, court foundation program officers, speak to community groups, represent the organization at national forums, and when appropriate, be interviewed by news media.
One of the most important decisions to be made by the chief executive and the board chairperson is who should be the organization's spokesperson. Volunteer leaders who convey their commitment and dedication through advocacy and a willingness, on behalf of their boards, to get out in front of their chief executives and staffs on the thorny issues, command more public attention and respect because board members do not receive remuneration.
No board member should represent himself or herself as speaking for the board or organization unless specifically authorized to do so.

9. Ensure Legal and Ethical Integrity and Maintain Accountability

The board is responsible for ensuring adherence to legal standards and ethical norms. By being diligent in its responsibilities, the board can protect the organization from legal action, promote a safe and ethical working environment, and safeguard the organization's integrity in pursuit of its mission.
One of the marks of an effectively managed and governed organization is its ability to avoid having its board adjudicate personnel issues except in the rarest of circumstances. Solid personnel policies and procedures, grievance protocols, and especially clear understanding about the chief executive's responsibility for hiring, developing, and releasing staff help to ensure proper decorum in this area.

In its efforts to ensure accountability and legal and ethical behavior, the board establishes policies to guide the organization's board members and staff. Conflict-of-interest policies, for instance, outline acceptable and unacceptable relationships among the organization, its board members, and its staff.
Although the board develops policies, many of the individual activities required to maintain accountability fall to staff. But among the activities the board is ultimately responsible for and cannot delegate, are these:
Adhering to local, state, and federal laws and regulations that apply to nonprofit organizations;
Filing and making available accurate, timely reports required by federal, state, and local government agencies, including IRS Form 990;
Keeping detailed records of any lobbying expenditures and activities;
Protecting the organization's staff, volunteers, and clients from harm or injury by ensuring compliance with occupational, safely, health, labor, and related regulations.
Developing and maintaining adequate personnel policies and procedures (including grievance mechanisms);
Registering with the appropriate state agency before beginning an organized fundraising campaign;
Adhering to the provisions of the organization's bylaws and articles of incorporation and amending them when necessary;
Providing for an independent annual audit of all revenues, assets, expenditures, and liabilities; and Publishing an annual report that details the organization's mission, programs, board members, and financial condition.

10. Recruit and Orient New Board Members and Assess Board Performance

Whether or not the board is "self-perpetuating" on its own authority, all boards have a responsibility to articulate and make known their needs in terms of member experience, skills, influence, demographic, and many other considerations that define a "balanced" board composition. All boards also have responsibility to properly orient new board members and to periodically and comprehensively assess the board's effectiveness.

A distinction needs to be made between two more or less equal parts of a comprehensive orientation program:

1) orientation to the board and board membership, corporate responsibilities, bylaw provisions, committee structure, meeting practices, what is expected of all board members, and the like; and
2) orientation to the organization, its mission, programs, and services, goals and aspirations, fund-raising strategies, staffing structure and personalities, finances, emerging issues and opportunities, and the like. Trying to do it all in two or three hours is unrealistic.

For boards that have the authority to fill their own vacancies, the most important committee to the long-term health of the board (and, therefore, the organization itself) is the nominating committee (also known as the governance or board development committee). This is the board committee that in consultation with the full board and the chief executive oversees the process of defining membership needs, cultivates prospective nominees, checks prospective nominee credentials and performance on other nonprofit boards, recruits nominees, oversees the orientation program, and designs programs of board self-assessment.

This is also the committee that is increasingly called upon by the board to draft a "statement of board member responsibilities" for subsequent consideration and adoption

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