Most state non-profit laws provide a common structure from which these individuals (whether directors, trustees, or governors) may carry out those responsibilities. Simply referring to a board member, as a “trustee” as opposed to a “director” should not, in and of itself, automatically convert the duties of board members to the higher trust law standard. Yet, the concern is that by referring to governing board members as “trustees,” as opposed to “directors,” the non-profit corporation may unintentionally be increasing the board’s exposure to trust law arguments.
Our board of directors has the ultimate responsibility of governing our organization as a whole. Directors have duties such as allocating company resources, making strategic decisions, implementing policy and selecting the officers who will manage the corporation. Board members must enforce and abide by the rules listed in the corporation's bylaws. Given our situation as of the date of approval of this manual, a board of directors may take responsibility for the day-to-day activities of the organization, or we can operate in a more formal way, meeting only to make major decisions for the corporation. The followings are few points that our board concentrates on:
Our board’s fundamental responsibility is to make certain that everyone connected directly or indirectly with the organization understands its reasons for existence through its written mission statement which clearly express the organization’s goals, means, and primary constituents served. Additionally, it should explain what makes the organization distinctive and special and present a compelling reason for individuals, foundations and corporations to support it financially.
II. Selecting the Executive Director
This responsibility has the greatest impact on the organization’s development and effectiveness. The board makes the final decision of selecting the Executive Director. the board should review the organization’s major strengths and needs;
establish specific priorities for the next period of executive leadership; articulate the particular characteristics, skills, and style it seeks in its new executive; establish clear objectives and clarify expectations for at least the first year of his/her service.
III. Support the Executive and Review His/Her Performance
Nowhere else can the chief executive seek the kind of moral and substantive support he/she consistently needs except from his/her board.
IV. Ensure Effective Organizational Planning
The board should insist on comprehensive organizational planning. The board members must be meaningfully involved in the process by assuming a proper ownership, and it should be clear as to whose responsibility the tasks are.
V. Ensure Adequate Resources
An organization is only as effective as it has resources to meet its purposes. Providing adequate resources is, first and foremost, a board responsibility.
It is perfectly appropriate to consider the top executive as the chief fundraiser, but the board determines what is really possible to achieve. The performance of the board, executive, and director of development is intimately linked to the board’s membership and its ability to open doors, influence potentially large donors, and otherwise monitor and guide fund raising initiatives. Effective fund raising is one measure of the board’s capabilities, commitment and influence. Every board member should inventory his/her connections with potentially helpful givers and the board should accept responsibility in his area.
VI. Manage Resources Effectively
One of the most important parts of serving the public trust is protecting accumulated assets and to ensure that current income is managed properly. Because our organization is incorporated and granted tax-exempt status by state and federal laws to fulfill our goal, the board’s obligations go well beyond its organization’s members or constituents.
We should be mindful that there are some universal truths applicable to every nonprofit organization, beginning with legal responsibility. Regardless of what board members are called, they are in essence the trustees in the literal and legal sense of the term. No matter how our organization is structured or the degree of authority delegated to staff, committees, or affiliates, the board and therefore the individual trustees are ultimately accountable.
Our board members have the principal responsibility for fulfillment of the organization’s mission and the legal/fiduciary accountability for its operations. An executive director should not fear liability for every corporate loss or mishap that may occur. a director is generally protected from liability for errors of judgment as long as he/she acts responsibly and in good faith, and with the basic interests of the corporation as the foremost objective.
Boards traditionally exercise this responsibility by helping to develop and approve the annual budget. Indeed, this annual rite is probably one of the board’s most significant policy decisions because it sets in motion a host of programmatic, personnel and other priorities. This responsibility should not be delegated to the board’s executive for finance committee.
Any project proposed to the organization for consideration and possible approval must:
(i) be in writing,
(ii) presented to the executive committee,
(iii) has to be in line with our mission statement,
(iv) the scope of work must be clear, AND
(v) must indicate the start and completion date.
VII. Determine and Monitor the Organization’s Programs and Services
The board’s fundamental role begins with the question of whether current and proposed programs and services are consistent with the organization’s stated mission and purposes. Given limited resources and unlimited demands on them, the board must decide among competing priorities. Candor, openness and explicit job descriptions go a long way toward negotiating an accommodation satisfactory to everyone.
VIII. Enhance the Organization’s Public Image
The board serves as a link between the organization’s staff or volunteers and its
Members and constituents. Written annual reports, timely and informative press releases, and consistent communication initiatives with community, and timely speeches by appropriate board members to civic and community groups are important elements of a comprehensive public relation strategy.
One of the most important decisions to be made by the executive and the board’s top elected leaders is that who to choose as the organization’s spokesperson. This decision is normally situational, but there are advantages to having an especially articulate board chairperson who can serve this important function.