Executive Board:

Define the board for a nonprofit organization.

The Board of Directors (often referred to simply as “the board”) of a nonprofit organization is its primary governing body. It is a group of individuals, typically volunteers (though sometimes compensated in specific circumstances, which is less common), who are legally and ethically responsible for the overall direction, oversight, and accountability of the organization.

Here’s a breakdown of key aspects of the definition:

1. Governing Body: The board holds the ultimate authority and responsibility for the organization. While staff (led by an Executive Director or CEO) manage day-to-day operations, the board governs – setting policy, providing strategic direction, and ensuring the organization stays true to its mission.
2. Fiduciary Responsibility: Board members have crucial legal and ethical obligations known as fiduciary duties:

• Duty of Care: Requires board members to act responsibly and prudently in conducting the organization’s affairs, similar to how an ordinarily prudent person would act in a similar situation. This includes being informed and participating actively.
• Duty of Loyalty: Requires board members to act in the best interest of the organization, putting its welfare above personal or other professional interests, and avoiding conflicts of interest.
• Duty of Obedience: Requires board members to ensure the organization complies with applicable laws and regulations, adheres to its own bylaws, and operates in pursuit of its stated charitable mission.

3. Key Responsibilities: While varying slightly depending on the organization’s size and mission, core responsibilities generally include:

• Determining and safeguarding the organization’s mission and purpose.
• Selecting, supporting, and evaluating the chief executive (CEO/Executive Director).
• Ensuring effective strategic planning.
• Monitoring and strengthening programs and services.
• Ensuring adequate financial resources (including fundraising and financial oversight).
• Protecting assets and providing proper financial oversight.
• Ensuring legal and ethical integrity; maintaining accountability.
• Recruiting and orienting new board members and assessing board performance.
• Enhancing the organization’s public standing.¹

4. Composition: Boards are composed of individuals (called “directors” or sometimes “trustees”) who bring diverse skills, experience, perspectives, and networks to benefit the organization. Bylaws typically outline the size of the board, term limits, and how members are elected or appointed.
5. Legal Requirement: For incorporated nonprofit organizations, having a Board of Directors is typically a legal requirement.

In essence, the nonprofit board acts as the steward of the organization on behalf of the community it serves, its donors, and other stakeholders, ensuring it operates effectively, ethically, and sustainably in pursuit of its mission.