Board Member Responsibilities

This Article Covers:

• Determining the Right Type of Board
• Types of Boards and Responsibilities - Governance, Advisory, Execution
• Board Member Duties

Determining the type of board you need falls into one or several of the following categories; Governance, Advisory, or Execution. For example, you can have a board only for governance or one that governs and advises. Your organizational needs and gaps will determine the type(s) of board roles that will be the best fit. It is built around the concept that "trustees are the representatives of the organization's beneficiaries." It is the board's job to ensure the intended beneficiaries of the organization receive the benefit, including funding.

The Purpose of the Framework

• Help to identify organizational gaps
• How to build a successful board
• Ensure the board built complements the staff and/or founder(s)

Governance

All boards must have some aspect of governance to remain compliant and focused on their charitable purpose. A core responsibility of a governing board is to assess and determine if the organization’s mission is being fulfilled and they are having the desired impact.

How do you determine if your organization is making an impact?

1. Are we meeting our Charitable Purpose (US)?
2. How are you tracking your impact?
   1. Basic level - Do the numbers reconcile?
      1. Set Key Performance Indicators (a measure of performance over a specific time for a specific goal - for example, the number of new volunteers per quarter or percentage increase in funding received month over month)
      2. Track bookkeeping, funding, and other relevant data to determine if your goal is being hit for the given time frame based on your KPI
   2. Advanced level - Do the numbers tell a story? Does the data have meaning and show the organization is going in the right direction?
      1. In addition to KPIs and tracking - conduct surveys, audits, and research to gain insight into the organization’s impact.
      2. Question: Can we do it better? Can someone else do it better? Does the organization need to shrink or grow to reach its goals?

Outside of determining the organization’s impact, there are several other governing responsibilities a board needs to undertake:

• Upholding the CEO of his responsibilities and role
• Be willing to be skeptical and ask difficult questions to ensure the mission is upheld at all times.
• Ensuring the organization remains legally compliant as a nonprofit for the region and/or country they are based in, including but not limited to state and federal filings.

Advisory

The second type of board is an advisory board. Again, organizations can leave this out of their board, but it can be valuable, especially when a nonprofit is in its early stages. If an advisory role is not part of the board's primary responsibilities, it can be developed outside of the board through official or unofficial advisors.

Types of activities or roles that an advisory board can conduct:

• Provide domain knowledge from their experience and expertise
• Provide strategy or strategic analysis
• Develop a prestige factor for the organization from their existing notoriety and influence
• Take note that this person has a legal responsibility if a trustee, and depending on their role, conflicts of interest could arise

A board can function as a governing board and an advisory board within its roles and responsibilities. However, the role and responsibilities of the board need to be clearly documented to ensure accountability and reduce conflicts of interest.

Execution

The final type of board is an executing one. This type of board role needs to be minimized as much as possible but can be helpful for smaller organizations when more hands are needed. To reduce the risk of conflicts of interest, the best practice advises keeping board members from executing day-to-day organizational tasks as much as possible.

Potential Risk When Board Members Execute:

• It is hard to have complete oversight when you are involved in executing daily activities.
• Conflicts of interest can arise through staff favoritism, donor funding, or if relationships develop between a board member and other staff. See our conflict of interest policy to prevent organizational issues.

Areas of Execution Board Members Can Help With:

• Hiring key people such as a CEO
• Filling in organizational gaps by providing business acumen or aiding in legal topics.
• Fundraising- finding donors or writing grants
  • Note: The execution of fundraising can be tricky, and conflict of interest can arise if there is industry overlap or previously developed relationships that would provide the board member an unfair advantage or gain.

Board Member Duties

According to the National Council of Nonprofits there are three primary duties that all board members should uphold regarldess of the type of board chosen.

• Duty of Care - Board members should take care the nonprofit utilizes all assets responsibly, including facilities and people.
• Duty of Loyalty - Board members should ensure that all activities are done according to the nonprofit's mission and make decisions in the nonprofit's best interest.
• Duty of Obedience - Board members should ensure compliance with state and federal laws and regulations and their bylaws.

See our article Board Member Requirements for the basic guidelines for all boards.

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