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Board Member Responsibilities and Guidelines for Non-Profit Organizations

Nonprofit 501c3 organizations rely upon Board members to accept and undertake responsibilities that include oversight of the financial health of the organization as well as helping to accomplish the mission.   If your organization needs assistance with tax exempt regulations, Sarbanes-Oxley compliance, and/or assistance with protecting its intellectual property, then consider a consultation with Bambi Faivre Walters via an email at or by phone at 888-388-9614 or 757-253-5729.

In general, Board Member responsibilities include, but are not limited to the following:

1. Setting the policy for the organization. This is done by:

  • Creating, updating, and/or understanding the mission and vision statements.
  • Determining the organization’s programs and services.
  • Approving the strategic plan.
  • Understanding, reviewing, and abiding by the organization’s policies.

2. Monitoring the organization’s operations:

  • Attending regular and special Board meetings and actively participate in proceedings.
  • Serving on at least one committee.  Attending regular committee meetings and actively participate in the proceedings.
  • Being accessible, at least by phone or email, to staff and other Board members as needed.
  • If applicable, hiring and periodically evaluating the organization’s executive director.
  • Working with and providing support to the executive officers and Board.
  • Reviewing, updating, and/or approving the annual budget, annual report, etc.
  • Approving major contracts and grants.
  • Soliciting and reviewing program evaluations.
  • Troubleshooting as necessary.

3. Serving as a public figure for the organization

  • Fundraising, by directly donating to the non-profit and/or soliciting donations from others.
  • Advocating for the organization.  Your statements as an advocate should be harmonious with the mission of teh organization.  Be careful about making independent statements, especially statements that might reflect your own opinion and not the organization.
  • Attending organization events and fundraisers.
  • Sharing resources and talents with the organization, including expertise and contacts.  And, remember the expression — “no good deed goes unpunished” — well, that expression is to remind you that while you are sharing your expertise and contacts, treat your role as any other professional role and meet the same duties of care and take the same precautions.  Don’t equate volunteering with a lesser standard.
  • Serving as an advocate for the organization within your circle of influence – personal, business, faith, civic, etc.

4. Fulfilling other board responsibilities

  • Fulfilling commitments within agreed upon deadlines.
  • Maintaining and promoting high ethical standards including good-faith Board decisions making and avoiding an actual or perceived conflict of interest with other activities, interests, and/or organizations with which the Board member may be involved.
  • Maintaining the confidentiality of the private information of the organization, staff, clients, and other board members.
  • Communicating effectively and respecting the diverse opinions of others.
  • Agreeing that no compensation of any kind shall be paid to any Board member for the performance of his or her duties as a Board member.  This shall not in any way limit reasonable compensation for payment for services provided to the organization by the Board member, provided that there is full disclosure of the terms of such compensation and the arrangement has been approved by the Board.
  • Disclosing to the IRS any specific or general expertise you bring to the board as well as your position and duties within the organization.
  • Agreeing that in the event, for whatever reason, that if you can no longer fulfill your duties and responsibilities as a Board member of the organization, you will immediately notify the Board president and make arrangements to transfer any outstanding responsibilities to other Board members.

Last Modified: April 11th, 2010