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A Nonprofit Board of Directors – What is a Board?

A Nonprofit Board Of Directors – What Is A Board?

It is essential for startup nonprofits 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?

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.

Ideally, a nonprofit’s governance is different from its management (paid staff). 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. 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 (which will be discussed in detail in our next article) between a nonprofit’s mission and how it operates.

Organizations also have officers, typically 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 heads up the board and supervises all of the business and affairs of the board. While the President can also serve as the CEO of the organization, keep in mind that these two roles are separate; an individual cannot be compensated to hold an officer position.

The Secretary keeps the minutes 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 usually keeps track of the board members’ contact information in order to inform the board about meetings and updates on the organization.

The Treasurer keeps account of the receipts and disbursements in the organization’s books. 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.

Though officers are typically board members, there are no guidelines or requirements that suggest an organization cannot elect an individual outside the board to be an officer for the organization (unless the officer roles described in the organization’s bylaws 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.

It is best practice to find individuals within the community who have passions and experience that aligns with the nonprofit’s mission. There are no IRS guidelines in place to determine who is certified to be on a board; any individual can become a board member. There are guidelines, however, that help public charities avoid inurement.

The next installment of this topic discusses inurement, along with other conflicts of interest in regards to nonprofit board members. Click here to view Part II.

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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