What the Heck Do Nonprofit Boards Do?

Young and happy nonprofit board members at a meeting.
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Are you in the dark about what your board of directors is supposed to do?

You're not alone. Board responsibilities are often poorly understood and badly communicated.

Board member duties fall into two camps: their legal responsibilities and their “should do” duties.

Legal Responsibilities of the Board of Directors

Many states have laws governing the functions of the board of directors of nonprofits. They often use the following principles of corporation law.

Duty of Care:

A board member has the obligation to exercise reasonable care when he or she makes a decision for the organization. Reasonable care is what an "ordinarily prudent" person in a similar situation would do.

Duty of Loyalty:

A board member must never use information gained through his/her position for personal gain and must always act in the best interests of the organization.

Duty of Obedience:

A board member must be faithful to the organization's mission. He or she cannot act in a way that is inconsistent with the organization's goals. The public trusts the board to manage donated funds to fulfill the organization's mission.

Also, your board must:

  • Make sure that the organization follows the law.
  • Approve all key contracts.
  • Attend most board meetings, thus indicating a dedication to the organization.
  • Hire and supervise the executive director of the organization.
  • Make sure the organization remains financially solvent.

    Make Sure Your Board Members Understand and Commit to Their Duties

    Since a nonprofit belongs to the public and serves the public interest, the board of directors has been given the responsibility for making sure that the organization abides by the law.

    Make sure that your board members realize the seriousness of their duties when they agree to serve on the board.

    Your best bet to ensure that a potential board member understands his responsibilities is to have a sit-down meeting with the new board member, the board chair, and the Executive Director.

    Such a meeting will likely impress the new board member or potential member with the seriousness of their board commitment. This is especially important for new members who haven’t served on any other boards, and for members recruited from your volunteers. 

    While volunteers bring an in-depth knowledge of how the organization works, they may not understand what a board does or realize that they must help with fundraising.

    After that initial meeting, the next step is training. If you have several new board members, a group training works well. Board members can learn about the organization’s history, mission, bylaws, activities, and more.

    Include a tour of your facility, introductions to key staff, and some time devoted to observing your programs in action. Arm new board members with lots of reading that they can do on their own.

    Don’t assume that new board members understand what a nonprofit is, how it is different from a for-profit, the role of staff versus board, or potential conflicts of interest. They may not have a clue about how nonprofits get their revenue or how fundraising works.

    Match Board Members to Your Organization's Needs

    Your board can be a wonderful source of pro bono expertise in areas that you need to understand but can’t afford professional help.  For instance, your board members could have skills in:

    • finance
    • public relations
    • legal and human resources 
    • and in programmatic areas such as social services, education, religion, etc.

    Put Fundraising Front and Center

    So many nonprofits are reluctant to mention fundraising to their board members. Yet, helping to raise funds is vitally connected to making sure the charity remains financially sound.  

    Finances are not just about overseeing the budget. It is about understanding how the organization is funded, how fundraising work, and participating in that fundraising.  

    So do consider the fundraising potential of every board member. That doesn't mean that every board member should be rich. However, they are expected to set an example by donating to the organization themselves and opening the doors to other contributions. Every board member should participate in giving in the way that they can afford.

    Many successful nonprofits require a donation to the organization from their board members, The amount required doesn’t have to be extraordinarily high. It’s the commitment that is important.

    Board members should be comfortable with fundraising. In fact, the most successful nonprofits have active and engaged boards.They give personal gifts, and they participate in fundraising campaigns.

    When you recruit and train board members, you should make their fundraising duties clear. Not everyone will want to call personally on donors, but they can do something.

    Make a list of possibilities such as writing thank you notes or calling donors to say thanks. Board members should be willing to Identify potential major donors and make an introduction. Suggest that board members solicit items from businesses for your annual auction or help to organize a fundraising event.

    The point is to keep board members active. No one gets a free pass. Just showing up for board meetings is not enough.

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