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Board Positions & Responsibilities

Every member of the Board of Directors has important responsibilities that are unique to his/her position on the Board. It is important that each member of the board understand what his/her responsibilities are so that the Board works cohesively to further the mission of the organization. Below are some of the key board positions along with their respective responsibilities.

Chairman of the Board Responsibilities

  • Acts as a partner to the Chief Executive Officer/Executive Director (CEO) and other Board members
  • Acts as an ambassador for the organization
  • Can be an approved member of all committees of the organization
  • Establishes mission and purpose
  • Maintains healthy relationships with funders, partners, and other stakeholders
  • Monitors annual budgets, audit reports, material business, and planning decisions
  • Ensures legal and ethical integrity
  • Hires and coordinates annual performance evaluation of the CEO
  • Performs periodic consultations with Board members on their roles and helping them assess their performances
  • Monitors and strengthens programs and services by reviewing operational effectiveness
  • Helps assist the CEO and Nominating Committee in recruiting Board members and Executive Directors to build a competent Board to develop effective future leaders
  • Evaluates Board members’ and Executive Director’s progress
  • Works with the CEO, Board officers, and committee chairs to develop the agendas for Board of Directors meetings, and preside at these meetings
  • Appoints volunteers to key leadership positions including chair of Board committees, task forces, and cultivate leadership succession
  • Recognizes his or her responsibility to set an example for other Board members and playing a major role in fundraising activities
  • Develop and maintain an effective Board culture
  • Works with the CEO and other Board officers to develop both immediate and long-term goals and expectations for the Board that support organizational priorities and governance concerns
  • Ensures that committees have the resources needed to do their jobs

Vice President of the Board Responsibilities

  • Performs the duties of the Chairman as required in the Chairman’s absence
  • Supports the activities of the Chairman including sharing responsibilities as appropriate
  • Presides at meetings of the Board of Directors
  • Serves as approved member of standing committees
  • Plans the organization’s human and financial resources
  • Sets an example for other Board members by contributing financially and by playing a major role in fundraising activities
  • Works with the Chairman to assist in developing the agendas for Board of Directors meetings
  • Advises the Chairman on appointing volunteers to key leadership positions, including positions as chair of Board committees and task forces
  • Supports and challenges the Chairman in all his/her responsibilities to ensure organizational priorities and governance concerns are addressed in the most effective and efficient manner
  • Represents the Board in the community, especially at events at which the Chairman cannot attend.
  • Approves and monitors the organization’s strategies and policies, annual budgets and business plans, evaluates the performance of the organization, and supervises the management of the organization
  • Seeks to ensure that all directors are properly informed of issues arising at Board meetings and provided with adequate and accurate information in a timely manner
  • Actively encourages the directors to be engaged in the Board’s affairs and contribute to the Board’s functions
  • During the period when the Chairman is absent and the normal functions of the Chairman cannot be carried out, the Vice Chairman will take the role as the acting Chairman until a new Chairman has been elected and appointed by the Board
  • Hires and evaluates the organization’s CEO along with the Chairman
  • Develops long term goals and expectations for the Board with help from the CEO
  • Helps ensure that committees have the resources needed to do their jobs

Committee Chairperson Responsibilities

  • Provides leadership and ensures committee members are aware of their obligations and that the committee complies with its responsibilities
  • In consultation with the CEO or other Board or committee members, schedules dates, times, and location for meetings
  • Ensures meetings are called and held in accordance with the organization’s mandate, terms of reference, or bylaws
  • In consultation with the CEO, and/or other Board or committee members, establishes and confirms an agenda for each meeting
  • Ensures the meeting agenda and relevant documents are circulated to the members of the committee at least 3-5 days in advance of the meeting
  • Officiates and conducts meetings
  • Consults with other committee members and provides advice and support
  • Ensures that discussion on agenda items is on- topic, productive, and professional
  • Ensures minutes are complete and accurate, retained, included, and reviewed at the next meeting
  • Ensures the organization is managed effectively
  • Ensures decisions taken by the committee are clear and not ambiguous, and that responsibility for taking forward action points is properly allocated

Treasurer Responsibilities

  • Provides direction for the financial management of the organization
  • Facilitates the Board in meeting its financial oversight responsibilities
  • Chairs the Finance Committee
  • Provides direction for the oversight of theorganization’s record keeping and accounting policies
  • Ensures the presentation of timely and meaningful financial reports to the Board
  • Ensures the development of an annual budget and its submission to the Board for its approval
  • Leads the monitoring of budget implementation
  • Oversees development and Board review of financial policies and procedures adopted by the Board
  • Ensures assets are protected and invested according to Board policy
  • Leads the Board in assuring compliance with federal, state, and other financial reporting requirements
  • Presents the recommendation of the auditor to the Board for its approval
  • Presents the results of the audit to the Board
  • Recognizes his or her responsibility to set an example for other Board members and playing a major role in fundraising activities

Secretary Responsibilities

  • Provides direction for the keeping of legal documents
  • Certifies and keeps, at the principal office of the organization, the original, or a copy of, the bylaws as amended or otherwise altered to date
  • Keeps a book of minutes of all meeting of the Board and committees. Minutes shall record time and place of meeting, and the names of all those present
  • Presents minutes to the Board for approval 
  • Ensures that all notices are duly given in accordance with legal requirements
  • Recognizes his or her responsibility to set an example for other Board members and playing a major role in fundraising activities

Board Members Responsibilities

  • Serves as a trusted advisor to the CEO as he/ she develops and implements strategic plans
  • Reviews outcomes and metrics created for evaluating its impact, and regularly measures its performance and effectiveness
  • Approves annual budget, audit reports, and material business decisions; being informed of, and meeting all, legal and fiduciary responsibilities
  • Contributes to an annual performance evaluation of the CEO
  • Assists the CEO and Board chairman in identifying and recruiting other Board members
  • Partners with the CEO and other Board members to ensure that Board resolutions are carried out
  • Serves on committees or task forces and takes on special assignments
  • Acts as an ambassador for the organization to stakeholders
  • Ensures commitment to a diverse Board and staff
  • Organization of the Board of Directors, officers, and committees
  • Formulation and oversight of policies and procedures
  • Financial management, including adoption and oversight of the annual budget
  • Oversight of program planning and evaluation Personnel evaluation and staff development
  • Review of organizational and programmatic reports
  • Promotion of the organization Fundraising and outreach

Download the full guide for Nonprofit Board Members

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