What Are the Responsibilities of the Nonprofit Board of Directors?

What Are the Responsibilities of the Nonprofit Board of Directors?
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Working with Board Members

Many nonprofits rely on leaders to aid them in building projects and even in writing grant proposals and organizing large fundraisers. If you’re asked to join a board and you don’t understand how nonprofits work, what are the responsibilities of the nonprofit board of directors? Here, you’ll learn the ins and outs of nonprofit members, what they do, and how nonprofits stay afloat.

My experience with nonprofit boards began in 2003 when I was asked to join a K-8 501(c)(3) school in New Mexico. As board members we were not only responsible for monthly meetings and financial and education updates, we also had to plan fundraisers, were responsible for moving to a new space when the school outgrew its space, and hired builders, architects, and surveyors.

So in effect we were managing the nonprofit, much like a project including teams, committees, and collaboration.

Bylaw Directives

Every nonprofit deals with its own set of bylaws offering up how members and officers are elected along with predetermined duties. Bylaws also reveal what sort of committees will be formed, who they will report to and when. Think of the board as the nucleus of the nonprofit—it makes decisions, issues directives, deals with disputes or conflicts, and the ever-important fundraising campaign or requests for funds from large sponsors to gain a capital fund to keep the nonprofit running.

Without the bylaws, a nonprofit will be lost—find a template for nonprofit bylaws in our Media Gallery to learn how not only to write them, but what they should include.

Reaching Goals

Reaching Goals

As with any organization, every nonprofit has a vision and mission statement along with goals to keep the operations running smoothly. On a large scale, nonprofits such as the Red Cross or Boy and Girl Scouts of America rely not only on private sponsors but also on grants and government funds.

Private nonprofits such as schools, churches or art organizations also seek grants but rely heavily on the communities where they exist.

No matter the type of organization, the duties and responsibilities of the nonprofit board of directors can vary ranging from small to large teams with only a few committees or many.

Members usually meet monthly; however, special or emergency meetings are often needed or, if the nonprofit is working on a large event, fundraiser or project, committees often meet weekly for status updates.


The meat and potatoes of boards consists of the chairperson or president, co-chairs if necessary, and members appointed as vice president, secretary and treasurer. Next in the hierarchy comes committees and teams dedicated to different needs of the nonprofit such as financial, grants, fundraising, and even general management.

There is no particular personality trait of a nonprofit member—some see the wide goals of the nonprofit where others work in certain areas and report to upper management on progress. If additional resources are needed, they must be approved by the top group responsible for managing the organization.


If we use the example of a nonprofit school (such as the one where I was a member), we had the standard directors and non-voting members who worked on committees as well as teacher representatives. The school also offered non-voting memberships for parent committees to ensure needs and participation—in effect, it’s much like a mind map where the “nonprofit” is the center and each stream of the mind map shows branches of activities all connected to the center.

Let’s look at what this board was responsible for as far as duties and commitments.

The Board of Directors

Board Leaders

The president, vice president, secretary and treasurer of the school met monthly along with the principal of the school (non-voting member). The president was responsible for determining the agenda for monthly meetings including visits and reports from non-voting member committee representatives, financial updates, and also including outside vendors. Vendors bidding on contracts were often invited at designated times to explain services they could provide along with costs.

Meetings followed normal board of director formats with meeting minutes taken, issues discussed, voted on and approved or tabled for further clarification. For example, the treasurer and a member of the finance committee could offer up current financials, expenses to be paid, and funds coming in offering the opportunity for each member to peruse financial statements, ask questions, offer advice and even vote and approve or seek further clarification on financial statements or allow or disallow spending disbursements.

Because board members vary in generational communication and ideas, meetings must adhere to the agenda, time limits and work as a team. Collaboration between meetings is a must as well as the ability to be available when needed for emergency or special meetings.

The board must allow the general community of the nonprofit (or representatives) time to sit in on meetings or hold community meetings in a question & answer format as, in effect, the board works for the community.

Board members usually hold office for two-year terms with staggered reelection or termination dates to ensure the board is never an entirely “new” board.


Committees and appointments to the same can be large or small depending on need, and a committee may include a board member or not depending on the bylaws. In our school nonprofit, a scholarship committee to determine aid to students consisted of only three members (one board member and two community members) that reviewed family need, financial requests and approved scholarships offered or denied scholarship money based on family income.

On the other hand, the fundraising committee, closely connected to the board treasurer and principal, was vast. One committee may work only on gaining capital funds or donations where others may work on a single fundraising event for the nonprofit. Often for board members it may be mandatory to commit to financial support in one way or another (cash or equivalent donations).

Parent and teacher committees were also essential for maintaining the nonprofit, and although members of these committees had no voting power on the board, their input was essential in keeping the school running smoothly, as board members were not all “education” experts.

Another example was that although I was a board director, I was also head of the grants committee and often turned to community insiders and outsiders to aid me in researching, writing, and submitting grants.

All committees were responsible for setting up their own meeting times and had to work together to achieve realistic goals, as the committee heads did report to the board and had to be able to offer successful endeavors, report failures or ask for help.


Board Retreats

Many nonprofits take part in annual retreats consisting of only voting members, often the director of the nonprofit (in our example, the principal) and an outside facilitator to run the retreat. Retreats can range from a one-day power session to a week-long event depending on needs and conflict resolution.

Mistakes some nonprofits make is attempting to hold a retreat without the use of an outside facilitator trained in running these types of gatherings. A facilitator brings an outside view and by examining the characteristics and personalities of the board members, along with polling the community at large in advance of the retreat, only strengthens the board—even if weak areas in the link are found via the retreat.

In my school example, the facilitator found many parents were lost on the school’s goals and felt some board members weren’t following the vision of the school. Through survey taking, the facilitator found likes, dislikes, and suggestions from the community and each were discussed during the retreat—often with new committees being formed to deal with various issues.

Cycle of Teamwork

As with any business, a nonprofit must deal with the day-to-day activities, manage the needs of the nonprofit, determine what’s best for the organization and form a cycle of continuance to ensure the nonprofit stays afloat.

While the process of meetings and committees may seem to the outsider repetitive in nature, teamwork functions within are necessary tasks the board must direct and act upon on a consistent basis.

So, one can see the responsibilities of a nonprofit board of directors do indeed match those of CEOs and boards in large corporations. The ultimate goal is keeping the nonprofit open with the ability to serve its community and reach and maintain its vision. Every nonprofit board is essential to the life of the nonprofit—or, if handled poorly, the death of the nonprofit.


The author has served on a nonprofit board and has experience with their duties and responsibilities.

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Image Credits:

Board Meeting - Sxc.hu/4seasons

Business Target - Sxc.hu/Svilen001

Army - Sxc.hu/cobrasoft

Teamwork - Sxc.hu/Svilen001