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A Nonprofit Board of Directors – What is a Board?

Female manager stands addressing team at board meeting

It is essential for all nonprofits, including startups, to have a strong organizational structure. This structure is built through the Board of Directors. But what exactly is a Board of Directors and what role does a board play within a nonprofit?

What Is the Board of Directors?

The Board of Directors is the governing body of a nonprofit. Individuals who sit on the board are responsible for overseeing the organization’s activities. Board members meet periodically to discuss and vote on the affairs of the organization. At a minimum, an annual meeting must occur with all board members present. Additional meetings are likely to take place throughout the year so board members can discuss and make other necessary decisions. Board memberships are not set up to be permanent positions; most organizations have terms set up for board members, which typically fall between two and five years.

Don't Confuse Governance for Management

Governance is high level:  strategy, oversight, accountability.  Management is the day-to-day operations of a nonprofit.

Ideally, a nonprofit’s governance team is different from its management team, which is made up of paid or volunteer staff members. While many small nonprofits…especially those in the startup phase…have board members serving in management positions, the ultimate goal is to have board members separate from paid staff members as much as possible. The board of directors, as a governing body, should focus on the organization’s mission, strategy, and goals. Staff members are responsible for the implementation of the mission. Having dual-capacity board members can often lead to problems between a nonprofit’s mission and how it operates.

The Role of Officers

Organizations should also have Officers, typically chosen from among the board members, who are given a higher level of responsibility compared to other board members. Initial officers are elected by the board; this vote usually takes place during the organization’s first meeting. Much like board members, officers usually serve terms.

Typically, a nonprofit has three officers serving the role of President, Secretary, and Treasurer. Officer roles and their terms should be specifically defined in the organization’s bylaws.

The President.  The President heads up the board and supervises all of the business and affairs of the board. While the President can also serve as the CEO or Executive Director of the organization, keep in mind that these two roles are separate.  Returning to an earlier point, the role of President is a matter of governance, while the role of CEO/ED is management.

The Secretary.  The Secretary records and archives the minutes, or record of discussion and votes, of each meeting of the Board of Directors. Additionally, the Secretary is responsible for keeping track of the organization’s activities to make sure the actions of the organization are in accordance to the organization’s Bylaws. The Secretary is usually the officer who keeps board members’ contact information in order to inform them about upcoming meetings of the board.

The Treasurer.  The Treasurer is the officer accountable for keeping accurate accounting records of the receipts and disbursements of the organization. This person is usually a signatory on all bank accounts, though he or she shouldn’t be the only signatory.  Additionally the Treasurer is responsible for keeping track of the organization’s financial condition. This is an important role because it keeps the other officers and board members informed about the financials.

TREASURERS DON’T HAVE TO BE ACCOUNTANTS.  In fact, once you get beyond the smallest micro-charities, it makes sense to use an outside third-party bookkeeping or accounting firm to handle the official books.  The role of the treasurer is to be the board’s main point of accountability, even if the bulk of the responsibility is outsourced.

Though officers are typically chosen from among the current roster of board members, there are no statutory guidelines or requirements that an individual from outside the board cannot be elected to be an officer for the organization.  That is, assuming the officer roles described in the organization’s bylaws do not state otherwise. It is possible for an individual to hold two separate offices, with the exception that the President cannot also serve as the Secretary, which is prohibited in most states’ nonprofit corporate law.

CALIFORNIA.  The state of California also prohibits any one person occupying the roles of President and Treasurer concurrently.

Who Makes a Great Board Member?

There are no IRS guidelines in place to determine who is certified to be on a board; most any individual can become a board member.  It is best practice to find individuals within the community who have the passion and experience that aligns with the nonprofit’s mission.  In addition, you probably want to choose board members who have experience in overseeing business affairs at some level.  These persons will be better prepared to advise your nonprofit, compared to those with no management experience.

Wrapping Up

There are no components of a nonprofit organization more critical than that of a Board of Directors.  Your success depends on a board that is fully invested in seeing your mission accomplished.  Choose your board members wisely!

Our next installment in this series will discuss the topic of inurement and conflict of interest with regard to board members.

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Greg McRay, EA

Greg McRay, EA

Greg McRay is the founder and CEO of The Foundation Group. He is registered with the IRS as an Enrolled Agent and specializes in 501(c)(3) and other tax exemption issues.

This Post Has 10 Comments
  1. The President of our youth baseball league is also our Treasurer and Secretary. Is this legal in NY. She has also collected money from an outside baseball organization that her daughter runs and has deposited into our youth baseball account, then writes checks on their behalf.
    Any advice?

    1. Hi, Bill. NY Code Section 713 prohibits the offices of President and Secretary from being occupied by the same person. A President can also be the Treasurer; a Treasurer can also be the Secretary…just not President and Secretary. Also, what your President is doing with the other org’s money is called co-mingling. It is a very bad practice that should be halted immediately. For one thing, it makes your org’s revenue and expenses higher than they really are, plus it causes your league to have fiduciary liability with regard to the other entity. Co-mingling never has a good end…just varying degrees of bad. I hope that helps.

  2. Should the founder also be the President of the board? What if the founder does not want to give up all control to the board?

    1. That’s a situation you often see in new organizations. There’s nothing inherently wrong with that, but it may not be in the long term best interest of the organization. It really just depends on each organization’s unique situation.

      As to your second question, a properly governed organization can’t be run by a dictator president-for-life. The organization’s bylaws should spell out officers’ and/or directors’ terms, as well as the procedure for their removal if it comes to that. I highly recommend going to our blog page and clicking on the tag “board of directors” on the right. Read all the articles resulting from that search and you will learn a lot!

      1. Greg,

        I am involved with a youth sports association that is a 501c3. The person created the association two years ago and is the president, treasurer, and one of the three voting members that sit on the board of directors.

        The president’s child played on one of the teams in the association for two seasons, but has aged out and will not be on the team next season, but the other two board members are parents of kids playing on team as well…

        Is this ethical? Is this legal? I just cant see how a president and a treasurer can be the same person…

        1. Good question, Jason. Corporate law in most states bar the same person from serving as both President and Secretary, but rarely do you see a prohibition against a President/Treasurer combo. That being said, it is not considered a best practice in the nonprofit world for the same person to occupy multiple officer roles. So, while the arrangement may not violate law, it isn’t a recommended practice. Those roles should most likely be separated.

  3. Can an executive director also be secretary and treasurer , and be in charge of all money, check writing, purchasing, control of meetings, opening voting, not secret voting?

    1. It may be possible legally, but what you describe does not sound remotely like a healthy setup. Adequate arms-length and separation of duties is essential to building an effective, long-lived organization. It is also important when it comes to donor solicitation and public image. When control is too closely held, it is virtually impossible to build a culture of trust.

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