By Dr. Robert Andringa

From the How to Have a Better Board of Directors, published by the IUGM.


As a member of the board of directors of a nonprofit organization, you have three major roles:

A. The board conducts the corporate affairs and exercises all the corporate powers. Management can be delegated to other persons or committees provided the ultimate direction remains with the board.
B. Your organization is a nonprofit corporation acting in the "public interest" and thus enjoys two important tax benefits:
  1. Exemption from income taxes.
  2. Donors' gifts are tax deductible.
C. As a legally responsible member of the board your liability is limited, provided you perform your duties with care and act in good faith. You must be able to show you acted prudently and in the best interest of the organization by:
  1. Attending meetings.
  2. Making reasonable inquiry when relying on information and data supplied by staff, other directors, or professional advisors (i.e., attorneys, CPA's, consultants, etc.).
  3. Asking questions about anything you did not understand.
  4. Having the minutes record your "no" vote on any motions with which you disagree and which you feel could lead to trouble.
D. As a board member you have legal, as well as practical, responsibility for the finances of the agency. In one case, the IRS ruled the board was liable for unpaid payroll taxes of an agency that went out of business. It is your responsibility to read financial statements and question any figures and policies you do not understand.


A. As a volunteer board member, you bring community representation to the organization. You have been selected because you represent a particular segment of the community through your occupation, geographic location, ethnic group, etc. Thus, you bring particular knowledge, skills or viewpoints to the organization by your active participation on the board.
B. At the same time, you are a key part of the organization and hence become a representative of the organization in the community. It is important for you to be an advocate for your organization to funding sources, government bodies, and other groups where you have influence. Organizations reach into the community through their board members.


  1. Mission: Your organization has a mission or purpose stated in its Articles of Incorporation which is carried out by the programs you provide. As a board member, you are responsible for seeing that the stated mission or purpose continues to be pursued and lies at the heart of all work undertaken.

  2. Policies: The board is responsible for setting all policies of the organization. Policies can be defined as guides to action, limits in which the organization operates, and the style and quality with which its work is done. Staff must bring all policy questions to the board for discussion and approval.

  3. Goals, Objectives, Plans and Programs: The board has the responsibility to set goals (mid-range achievements) and objectives (specific, time-certain, measurable results) along with plans and programs for carrying them out. This includes expansion of or contracting services, additions or deletions of staff positions, etc. Although most of the preliminary planning is done at the staff level, the board must take the final decisions based on the recommendations presented by the staff.

  4. Employment of Chief Executive Officer: The board is responsible for hiring, evaluating and firing (if necessary) the Executive Director of the organization. The Executive Director, in turn, is responsible for hiring, evaluating and firing all other staff, carrying out board decisions, providing the board with information necessary for making competent decisions, supervising staff, and representing the agency in the community on the staff level. A good working relationship between the board and the Executive Director can only be achieved through a clear understanding of the roles and responsibilities of each (usually stated in a job description for each).

  5. Finances -- Income and Expenses: The board has ultimate responsibility for the financial solvency of the agency. Thus, it must assure the income as well as the expenditures. The board approves the budget, sets fundraising goals, and participates in fundraising activities. As a board member you should support the fundraising efforts of the organization with as much time, energy and money as you can give. Your linkages to sources of funds (businesses, foundations, generous individuals, service clubs, churches, etc.) are vital for funding your agency.

  6. Evaluation: The board has the responsibility for evaluating itself first, then the Executive Director, who in turn has the responsibility for evaluating other staff members. The Board should assess its strengths and weaknesses to determine steps and actions for renewal additions and training. Opportunities should be provided (and taken) for leadership roles in a variety of activities, committees, or special assignments. Good leadership will be encouraged as a result, and the success of the organization assured.

-- Used with permission of Joseph R. Mixer, MBA, Ph.D., Consultant in Fundraising, 76 Bonnie Lane, Berkeley, California