Board Member Requirements

This Article Covers:

• Minimum Board Member Requirements
• Nonprofit Board Structure
• Running a Board

All nonprofits need a board of directors, the governing body of a nonprofit organization. The organization's bylaws and regional legal minimums govern the number of board members for an organization. The core responsibility of board members is to ensure the organization fulfills its mission. When picking your board of directors, look for individuals who are passionate about your cause, aligned with your vision, and can lend their expertise to help your organization.

When picking your board of directors, ask:
What is your goal? Are you looking for a board for advisory, governance, or execution?

• Advisory - Do you need additional resources and advice from outside experts? Could you benefit from someone who can act as a mentor, providing insight based on experience and expertise?

• Governance - Are you meeting your Charitable Purpose? Is the CEO doing their job correctly?

• Execution - Do you need help hiring key people? Do you need legal assistance or someone with business acumen? These types of board member tasks should be avoided and limited as much as possible, but they are sometimes needed for smaller organizations.

See our article Board Member Responsibilities for additional details on the types of boards and to determine which type is best for your organization. Additionally, EA Good Governance Project also has helpful resources for determining the type of board your organization needs, assessing the board, and finding potential board members.

Minimum Board Member Requirements

• Attend board meetings (most regions require at least once a year).
• Board members have the legal liability to ensure that nothing fraudulent happens.
• They have the responsibility to ensure that the nonprofit is following its charitable purpose.
• They must be interested in fulfilling the organization's success, meaning they care about the organization's mission.

Nonprofit Board Structure

Most regions require at least three members on the board, although some may have specific requirements. In addition, most regions require a president or chairperson and a secretary, and all other roles are often optional.

These are the typical roles that you can assign to your board members.

• Chairperson or President

  • President, chief elected officer, leader of the board
  • Presides board meetings
  • Appoints people to committees and assigns committee chairs
  • Sets goals and objectives with the board
  • May take on some CEO responsibilities if the nonprofit’s members are volunteers

• Secretary

  • Provides proper notice of board meetings to the members
  • Assures agenda for meetings is prepared and distributed before the meeting
  • Prepares official minutes and records board meetings

• Treasurer

  • In charge of the nonprofit's finances
  • Ensures tax-related documents and legal forms are filed on time
  • Chair of the finance committee and financial officer of the organization
  • Helps prepare the annual budget

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Running a Board

Bylaws
The bylaws serve as guidance for the board members of a nonprofit. Bylaws are often a legal requirement, with some regions having required functions. Typically, the bylaws have comprehensive policies and resolutions to support your board's various activities and responsibilities. It helps to have a lawyer or an expert on board as you write your bylaws.

Typically, bylaws will dictate the following:

• How board members are chosen or hired
• Board member roles
• Board member term limits
• Scope of powers of the board
• The process should there be a vacancy on the board
• The process and conditions of removal of a board member
• How quorum is created

See our US Corporate Bylaws article for more details on bylaws and common policies.

Board Member Removal
The process of removing a board member should be dictated in the bylaws. However, knowing the various options should you run into this situation is helpful.

1. The best-case scenario is when the board member voluntarily exits or resigns from their post.
2. Call the board members to vote to remove the board member in question.
3. Another option for voting member organizations is to call a meeting of members and notify the board member that they will be voted upon during the meeting. The decision of the majority of the quorum will be honored.
   1. A majority quorum is created when the board's majority, or at least two-thirds, is present.

Whatever steps or process you take to remove a board member, you must keep written records of the meeting, votes, and the process that occurred.

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