BOARD ROLES & RESPONSIBILITIES [ORGANIZATION NAME] A [STATE] Nonprofit Corporation Adopted by the Board on [Month Day, Year] =============================================================================== HOW TO USE THIS DOCUMENT - This spells out what your board does as a body, what each officer does, and what every individual director agrees to when they join. - Fill in every [BRACKETED] placeholder, and delete any role, committee, or line that does not fit your organization. - Hand it to prospective directors before they say yes, use it to onboard new members, and keep a signed copy of the acknowledgment on file. - It should agree with your bylaws. Where the two differ, the bylaws govern — fix this document to match, not the other way around. - This is a general template, not legal advice (see the footer). =============================================================================== ------------------------------------------------------------------------------- PART 1 — WHAT THE BOARD IS RESPONSIBLE FOR (AS A BODY) ------------------------------------------------------------------------------- The board governs [ORGANIZATION NAME] on behalf of the public. It does not run the organization day to day — it sets direction, guards the money, and holds the [Executive Director / chief executive] accountable for running things. The board acts together, by vote, in meetings, and records its decisions in the minutes. No single director acts alone. The board as a whole is responsible for: 1. MISSION & STRATEGY. Set and protect the mission, approve the strategic direction, and make sure the work stays inside the organization's stated charitable purpose. 2. HIRE & OVERSEE THE EXECUTIVE. Select, support, set the compensation of, evaluate, and if necessary replace the [Executive Director]. The board supervises this one person — not the rest of the staff. 3. FINANCIAL OVERSIGHT. Approve the annual budget by vote, review financial statements on a regular schedule, and make sure internal controls exist so no one person controls money from start to finish. 4. PROTECT THE ASSETS. Confirm the organization carries appropriate insurance, safeguards its property and funds, and commissions an independent review or audit on a regular basis. 5. LEGAL & TAX COMPLIANCE. Make sure required filings are made on time (including the IRS Form 990 series, where applicable), state registrations stay current, and the organization keeps the conditions of its 501(c)(3) status — including no private inurement to insiders. 6. ENSURE ADEQUATE RESOURCES. Treat funding as the board's responsibility, not only the staff's — give personally at a meaningful level, open doors to donors and funders, and stand behind the fundraising plan. 7. GOVERN THROUGH POLICY. Adopt and maintain the bylaws and key policies — a conflict-of-interest policy, a gift-acceptance policy, and others the organization needs — and follow them. 8. BUILD THE BOARD ITSELF. Recruit directors with the skills and independence the board needs, orient new members, and periodically assess how the board is performing. 9. REPRESENT THE ORGANIZATION. Be an ambassador in the community and uphold the organization's standing and reputation. 10. ACT AS A BODY. Make decisions collectively, by vote; keep individual directors from directing staff or committing the organization on their own. ------------------------------------------------------------------------------- PART 2 — THE THREE DUTIES EVERY DIRECTOR OWES ------------------------------------------------------------------------------- Every director carries three legal duties. They come with the seat, and the rest of this document rests on them. DUTY OF CARE — Pay attention. Show up, read the materials, ask questions, and make the decisions a reasonably prudent person would. Read the financials before voting to approve them; do not rubber-stamp. DUTY OF LOYALTY — Put the organization ahead of yourself. Disclose any conflict of interest and step out of the vote. Never use your seat for personal gain. DUTY OF OBEDIENCE — Stay inside the lines. Keep the organization within its charitable purpose, follow the bylaws, and obey the law and the terms of its tax exemption. ------------------------------------------------------------------------------- PART 3 — WHAT EACH DIRECTOR AGREES TO ------------------------------------------------------------------------------- As a member of the board, I will: - Believe in the mission and act in the organization's best interest. - Prepare for and attend [number] board meetings a year and serve on at least [one] committee. - Read the financial statements and board materials before each meeting. - Make a personal financial contribution at a level meaningful to me, and help the organization raise the resources it needs. - Disclose any conflict of interest and recuse myself from the related vote. - Keep board discussions confidential and support decisions once the board has made them, even ones I voted against. - Avoid directing staff or acting on behalf of the organization without board authority. - Let the board know if I can no longer meet these commitments. Term: [3] years, with a limit of [two consecutive] terms. Compensation: Directors serve [without compensation], and may be reimbursed for reasonable, documented expenses. ------------------------------------------------------------------------------- PART 4 — OFFICER ROLES ------------------------------------------------------------------------------- The board elects officers from among its members. Officers carry the duties above plus the specific role below. BOARD CHAIR / PRESIDENT - Leads the board and sets the agenda; presides over meetings. - Serves as the board's main point of contact with the [Executive Director]. - Makes sure the board does its job — that it meets, decides, and follows up. - Appoints committee chairs [with board approval]. VICE CHAIR / VICE PRESIDENT - Stands in for the chair when needed and supports the chair's work. - [Often chairs a key committee and is the chair-in-waiting — edit to fit.] SECRETARY - Keeps accurate minutes of every meeting and maintains the corporate records, bylaws, and policies. - Gives required notice of meetings and certifies documents for the organization. - Confirms a quorum is present before the board acts. TREASURER - Leads the board's financial oversight: presents the financial statements, explains them in plain terms, and flags anything that needs attention. - Works with whoever keeps the books, but does not control the money alone — the person who records transactions should not be the only one who reconciles the bank. - Chairs [the Finance Committee], helps prepare the budget, and confirms required filings (such as the Form 990 series) are made on time. - NOTE: The treasurer oversees and reports; the bookkeeper records. Keep the two separate so no one person handles money end to end. ------------------------------------------------------------------------------- PART 5 — COMMITTEES (OPTIONAL — EDIT OR DELETE) ------------------------------------------------------------------------------- Much of the board's work happens in committees, which study issues and bring recommendations back to the full board. Common standing committees: - EXECUTIVE COMMITTEE — acts between meetings within limits the board sets. - FINANCE / AUDIT COMMITTEE — oversees the budget, controls, and the annual review or audit. - GOVERNANCE / NOMINATING COMMITTEE — recruits and orients directors and reviews board performance. - [PROGRAM / DEVELOPMENT / other committees as needed.] Committees recommend; the full board decides. Advisory committees of non-directors may not exercise the authority of the board. ------------------------------------------------------------------------------- ACKNOWLEDGMENT ------------------------------------------------------------------------------- I have read and understand the roles and responsibilities above, and I agree to carry them out as a director of [ORGANIZATION NAME]. _______________________________ _______________________________ Director (print name) Signature Date: ____________________ =============================================================================== NOTES FOR CHURCHES A church is a 501(c)(3) nonprofit, so this applies to churches too. Adjust the language to your tradition: a church board is often called the trustees, the elders, the vestry, or the session, and a church may not file a Form 990. Spell out who holds spiritual authority versus corporate (financial and legal) authority, and tie the board's role to your statement of faith and polity. =============================================================================== ------------------------------------------------------------------------------- This is a general template, not legal advice. Board duties and nonprofit corporation requirements vary by state, and the right structure depends on your organization. Have this reviewed against your bylaws and, where it matters, by an attorney before you rely on it.