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Board Roles & Responsibilities


The board of directors of a non-profit are responsible for setting the direction of and providing the resources for the mission of the organization. They have a fiduciary responsibility to the organization and the constituents it serves. In most cases, the board is comprised of volunteers from within the industry or profession the non-profit serves and/or those who share in the interest of the mission for the non-profits. Collectively, they are the ultimate decision makers for the organization.

Given the importance of these volunteer leaders, why do so many organizations do such a poor job of recruiting and training board members? Often, it is just a lack of understanding of the boards’ role and responsibilities. Included in those roles are:


Board officers typically include a Board Chair (or President), Vice Chair (or Vice President), Secretary, and Treasurer. The board may include the immediate past chair as an officer as well. Other non-officer members of the board are typically referred to as “directors.”

Size of the board

One of the more frequently asked questions in the non-profit world is “what is the best size for my board?”  While some states require a certain minimum number for a board, there is no right answer for this question. Ideally, a board will be made up of individuals who reflect and can represent the constituents the non-profit serves. The board needs to be large enough to allow for diversity of opinions, but not so large as to be unmanageable. The size and scope of the organization may also affect the size of the board. For example, a small local non-profit with a budget under $100,000 and few staff may only need four to six board members. Conversely, an international organization with a larger budget and staff may require more people to fully represent all views of its clients.

Regardless of the size, it is not a bad idea to try to get different professionals to serve on your board who can lend their expertise towards running the organization. Attorneys, accountants, lenders, and realtors are good sources to tap.


Generally speaking, the boards’ responsibilities are similar no matter what non-profit they serve. They often include items such as:

  • Know and effectively articulate the mission, purpose, goals, policies, and programs of the organization.
  • Attend regularly scheduled board meetings and committee meetings.
  • Participate in at least one board committee.
  • Commit time, thought, and effort to the organization.
  • Participate in establishing and enforcing organizational policies.
  • Accept responsibility for oversight of financial accountability.
  • Make an annual financial contribution to the organization according to personal means.
  • Participate in fundraising activities in a variety of ways (i.e., events, solicitations).
  • Identify friends and associates who might be prospective members or volunteers.
  • Support and advise the chief executive as appropriate.
  • Participate actively in assessing organizational performance and setting its strategic goals and objectives.
  • Represent the organization in a positive manner to the community.
  • Avoid conflicts of interest.
  • Maintain confidentiality of all board meetings.

In the capacity as board member, one is representing the organization, not personal beliefs. Personal actions and comments may be viewed by others as representing the organization (implied authority). On matters concerning the organization, the Executive Director is often the designated spokesperson. In his/her absence, the board chair speaks for the organization.

Fiduciary Duty

All leaders are required, in dealing with the organization decisions or other activities, to place the interests of the organization ahead of the leaders’ own interests or those of the leaders’ businesses. Leaders have a fiduciary duty to the organization, i.e., an obligation to be loyal to the organization by keeping its interests foremost and not sublimating its interests to other interests that the leader might have.

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