Common Nonprofit Board Positions

A nonprofit board may include several different positions. The exact structure can vary, but common positions include the following:

Board Chair or President

The Board Chair provides leadership to the board and helps ensure that the board effectively carries out its governance responsibilities.

Typical responsibilities may include:

• Presiding over board meetings
• Working with other directors to establish board agendas
• Helping guide the board's strategic direction
• Supporting effective communication among directors
• Ensuring that important board matters are addressed
• Serving as a primary representative of the board when appropriate
• Working with the organization's executive leadership, when applicable

The Board Chair generally does not act alone on behalf of the organization. The authority of the Chair is determined by applicable law and the organization's governing documents, policies and board decisions.

Vice Chair

A Vice Chair generally supports the Board Chair and may assume the Chair's responsibilities when the Chair is unavailable.

Typical responsibilities may include:

• Assisting the Board Chair
• Presiding over meetings when the Chair is unavailable
• Supporting board committees
• Helping coordinate board activities
• Taking on special assignments as directed by the board

Secretary

The Secretary generally helps maintain the organization's official corporate and board records.

Responsibilities may include:

• Preparing or overseeing preparation of meeting minutes
• Maintaining official board records
• Providing notices of meetings
• Maintaining corporate documents
• Recording board resolutions and actions
• Maintaining other records required by the organization's governing documents

The Secretary's responsibilities should be consistent with the nonprofit's bylaws and applicable requirements.

Treasurer

The Treasurer generally provides financial oversight and helps the board understand the organization's financial position.

Responsibilities may include:

• Reviewing financial reports
• Helping monitor the organization's financial condition
• Reporting financial information to the board
• Helping oversee budgets
• Supporting appropriate financial controls
• Monitoring financial policies and procedures
• Working with accountants, bookkeepers or financial professionals when appropriate

The Treasurer is not necessarily the organization's bookkeeper or accountant. Instead, the Treasurer typically serves an important board-level financial oversight role.

Directors or Board Members

Other Board Members participate in the organization's governance and collectively share responsibility for overseeing the nonprofit.

Their responsibilities may include:

• Attending and participating in board meetings
• Reviewing important organizational information
• Voting on matters presented to the board
• Helping establish organizational policies
• Providing financial oversight
• Supporting the nonprofit's mission
• Monitoring organizational performance
• Participating on committees
• Helping identify organizational risks
• Supporting fundraising and community relationships when appropriate
• Acting in the best interests of the organization

Individual directors generally exercise their authority as members of the board rather than independently acting on behalf of the organization.

Board Officers vs. Board Directors

It is important to understand that directors and officers are not necessarily the same role.

Directors are members of the governing board and participate in collective decisions concerning the organization.

Officers are individuals who hold designated leadership positions, such as President, Vice President, Secretary or Treasurer, and perform the responsibilities assigned to those positions.

A person can sometimes serve in more than one capacity, depending on the organization's governing documents and applicable law.

For example, a nonprofit may have:

Board of Directors

• Board Chair
• Vice Chair
• Secretary
• Treasurer
• Directors/Board Members

The organization may also have officers or executive staff responsible for day-to-day operations.

What Does the Board of Directors Actually Do?

The board's primary role is governance and oversight, not necessarily running the organization's daily activities.

The board may be responsible for:

Protecting the Mission

The board helps ensure that the organization continues to operate consistently with its stated charitable or exempt purpose.

Providing Financial Oversight

The board should understand the organization's financial condition, approve appropriate budgets and establish financial oversight procedures.

Establishing Policies

The board may establish policies concerning governance, conflicts of interest, finances, personnel and other important organizational matters.

Making Major Organizational Decisions

Depending on the organization's governing documents and applicable law, the board may approve significant decisions involving contracts, finances, programs, leadership, property or other major organizational matters.

Selecting and Overseeing Leadership

If the nonprofit has an executive director or other senior leadership, the board may be responsible for selecting, supervising and evaluating that individual.

Maintaining Accountability

The board helps ensure that the nonprofit uses its resources responsibly and remains focused on its mission and legal obligations.

Board Members Have Fiduciary Responsibilities

Serving on a nonprofit board is more than holding an honorary title. Directors generally have important responsibilities to the organization.

These responsibilities are often described through concepts such as:

Duty of Care — Directors should pay reasonable attention to the organization's affairs, become informed about important matters and participate responsibly in board decisions.

Duty of Loyalty — Directors should act in the best interests of the nonprofit and appropriately address conflicts of interest.

Duty of Obedience — Directors should help ensure that the organization follows its mission, governing documents and applicable laws.

The exact legal duties and standards applicable to a particular nonprofit depend on the organization's structure, governing documents and applicable law.

The Board Is Collectively Responsible

One of the most important concepts for new nonprofit founders to understand is that the board operates as a governing body.

A single director generally does not have unlimited authority simply because he or she is a board member.

Board decisions are generally made through the processes established by the organization's governing documents, including applicable meeting, voting and quorum requirements.

This structure helps provide accountability and prevents one individual from exercising inappropriate control over the nonprofit.

Nonprofit Board Members Are Not Necessarily Employees

A person can serve on a nonprofit board without being an employee of the organization.

Board service is generally a governance role. The nonprofit may separately employ individuals to perform day-to-day operational functions, such as:

• Executive Director
• Program Director
• Development Director
• Administrative Staff
• Bookkeeper
• Marketing Staff

The organization's size and activities will determine whether these positions are necessary.

Choosing Your Nonprofit Board

When establishing a nonprofit, selecting appropriate directors is an important part of building the organization's foundation.

Potential board members should ideally bring a combination of:

• Commitment to the organization's mission
• Sound judgment
• Relevant professional or community experience
• Financial responsibility
• Willingness to participate
• Ability to work collaboratively
• Understanding of fiduciary responsibilities
• Appropriate community connections or expertise

A strong board can provide valuable oversight, credibility and guidance as the organization develops.

In Simple Terms

The board of directors governs the nonprofit.

The Chair generally leads the board, the Vice Chair supports the Chair, the Secretary helps maintain official records, the Treasurer provides financial oversight, and other Directors participate in governance and decision-making.

Together, the board is responsible for helping protect the organization's mission, overseeing its finances and leadership, establishing appropriate policies and ensuring that the nonprofit operates responsibly.

For a new 501(c)(3), establishing a capable and engaged board is one of the most important steps in creating a strong organizational foundation.

Important Disclaimer: This information is provided for general educational purposes and is not legal advice. The appropriate board structure, director qualifications, officer positions, voting requirements and fiduciary responsibilities may depend on the nonprofit's governing documents, applicable Texas law and federal requirements. Consult a qualified Texas nonprofit attorney regarding your organization's specific circumstances.