Each member shares in governing the organization: protecting its mission, approving the budget, overseeing money and risk, and helping hire and review the chief executive. Personally, you owe it care and loyalty and, in some states, obedience to its mission and the law. In practice: prepare for meetings, attend them, disclose conflicts, and help the organization get what it needs.
If you have just said yes to a nonprofit board, you may be wondering what the job really is. The short answer: the board governs, and staff manages. The board sets direction and makes sure the organization stays true to its mission, its money and the law. The chief executive runs the work day to day.
Governance, not management
A board works as a group. Individual directors usually have no authority on their own; decisions are made by the board at a properly called meeting. That is why the board focuses on a few big questions rather than daily operations.
- Set and protect the mission, and approve the strategy that serves it.
- Approve the budget and watch the organization's finances, including cash and reserves.
- Hire, support and evaluate the chief executive.
- Make sure the organization follows the law and its own bylaws and policies.
- Ask useful questions about risk, programs and results.
Where your authority comes from
Your role is defined by state law and by the organization's own documents: its articles of incorporation, bylaws and board policies. State law and your organization's own documents can change the answer to a real question, so reading the bylaws is the quickest way to see how your board is set up.
Ask your chair for the bylaws and read the section on how directors are chosen and how votes are taken.
What each board member is responsible for
The board governs as a group, but every director also carries personal responsibilities. Think of them as habits: read before you vote, come ready to talk, speak up about conflicts, and help the organization get what it needs. Here is what the primary sources say about each one.
Duty of care: be informed and engaged
Directors are expected to act in good faith and with the care an ordinarily prudent person in a similar position would use. The Minnesota Attorney General's guide turns that into everyday tasks: prepare for and attend board meetings, read what arrives before each meeting, read the minutes, review financial documents, use your own judgment and ask questions. California's Attorney General adds that a director should use his or her own judgment in voting rather than simply follow other board members or management. The IRS says it encourages an active and engaged board (IRS, Governance and Related Topics).
Duty of loyalty: put the organization first
The IRS puts it plainly: directors of a charity owe it a duty of loyalty, which means acting in the charity's interest rather than their own or another organization's, and avoiding conflicts of interest that harm the charity (IRS). In practice, that means not using your seat or the organization's assets for personal gain, and being especially careful with any deal in which you, your family or your business has a financial interest. The Minnesota and California guides both describe special approval steps for those deals.
Duty of obedience: follow the mission, the documents and the law
Minnesota's Attorney General describes this as a duty to follow the organization's governing documents, carry out its mission, make sure funds are used for lawful purposes, and comply with the state and federal laws that apply to it (Minnesota guide). Not every state spells the duty out this way. California's guide, for example, explains care and loyalty and does not use the word obedience. Ask a qualified adviser how your state describes it.
Attending and preparing for meetings
A board decides at its meetings, so attendance and preparation are the everyday core of the job. California's guide says directors should regularly attend board meetings and actively engage in the committees they serve on, and Minnesota's lists preparing for meetings and reading materials in advance. Records matter too: the IRS asks on Form 990 whether the organization documented every meeting of its governing body, and of committees with authority to act for it, by the later of the next meeting or 60 days afterward, which is why accurate minutes are part of the job (Instructions for Form 990, Part VI, line 8).
Conflicts of interest: disclose, then follow the process
A conflict of interest arises when a director, officer or key employee could benefit financially from a decision they help make, including indirect benefits to family members or a business they are closely tied to (Instructions for Form 990, Part VI, line 12a). Tax law does not generally require a charity to have a written conflict-of-interest policy, but the IRS encourages one (IRS, Governance and Related Topics) and asks about it on Form 990, including whether directors, officers and key employees must disclose or update their interests at least once a year (line 12b). If you have a stake in a decision, tell the board before the vote and follow the policy. California's guide lists several steps for a deal in which a director has a financial interest, including approval by a majority of the directors in office without counting the interested director (California guide).
Giving and fundraising: ask before you say yes
Expectations here vary from board to board. BoardSource, a nonprofit board association (a secondary source), says each board should determine its own personal giving policy, and that boards that raise funds should aim for every member to take part (BoardSource, Board Members and Personal Contributions). Minnesota's Attorney General says a director must help the organization obtain the resources it needs to further its mission. Before you accept a seat, ask whether the board has a giving or fundraising policy, and whether it is a set amount, a give-or-get rule or open-ended.
The bylaws, the conflict-of-interest policy, any giving or fundraising policy, and the calendar of board and committee meetings.
If you would like to practice these duties on realistic board situations, Nonprofit Board Fundamentals covers them in short video lessons.
States name and enforce these duties differently, and your bylaws and policies add their own rules. This is general education, not legal advice; confirm the details with a qualified adviser.
Questions to ask before you vote
- What decision are we being asked to make, and what happens if we say no?
- How does this affect the budget, cash and reserves?
- What are the main risks, and who is managing them?
- Does anyone have a conflict of interest to disclose?
Asking these questions is not distrust. It is the board doing its job, and good chief executives welcome it.