ROLES AND RESPONSIBILITIES OF BOARD MEMBERS
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:
||SERVE AS THE LEGAL ENTITY:
||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.
||Your organization is a nonprofit corporation acting in the
"public interest" and thus enjoys two important tax benefits:
- Exemption from income taxes.
- Donors' gifts are tax deductible.
||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:
- Attending meetings.
- Making reasonable inquiry when relying on information and data supplied
by staff, other directors, or professional advisors (i.e., attorneys, CPA's, consultants,
- Asking questions about anything you did not understand.
- Having the minutes record your "no" vote on any motions with
which you disagree and which you feel could lead to trouble.
||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
||ACTS AS THE INTERFACE FOR THE ORGANIZATION WITH THE
||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.
||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.
||PROVIDE STEWARDSHIP IN SIX VITAL AREAS:
- 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.
- 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.
- 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.
- 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).
- 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.
- 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