Guidelines for Non-Profit Board Members

Guidelines for Non-Profit Board Members


As the member of a “Board of Directors” of “Board of Trustees” of a non-profit organization your role is similar to that of a Board overseeing a for profit entity. However, instead of protecting the interests of the shareholders, your role is to protect the community the non-profit serves and the donors or customers whose contributions support the entity.

The following points will help guide you as a Board Member:

  1. Your role is more than just attending Board meetings. You should be familiar with the organization you are overseeing. You should get to know the staff, the facilities and the persons the organization serves. If you are not someone who uses the services of the organization, then be sure to meet people who do and learn about their experiences with the organization.
  2. The Board is responsible for the culture of the organization. Only the Board can change the mission of the organization or who the targeted audience is that the organization serves. Additionally, any significant change in the culture of the organization, such as canceling a long standing event, a change in dress code, or the alteration of any other tradition must be approved by the board.
  3. The Executive Director has oversight over human resources and the “day to day”.  A volunteer Board of a non-profit should not interfere with an Executive Director’s running of the organization on a “day to day” basis. The Board has set the mission and it is the Executive Director’s job to execute that mission. The Board is however, responsible for evaluating the Executive Director’s performance in fulfilling the mission and as an employee as a whole.
  4. The Board has final oversight of the finances of the organization. The Board, led by its duly elected Treasurer, has the ultimate responsibility for seeing that the funds of the organization are properly accounted for and properly used. The Treasurer and the finance sub-committee of the board should work directly with the chief financial officer of the organization to accomplish this goal.
  5. Your role is important and essential, however, your actions are protected by Directors and Officers insurance. You are performing an important duty on behalf of the organization and your actions should be protected by the proper insurance. The Board should confirm at least once a year that a “Directors and Officers” policy is in place and that the insured limits are adequate.

This post is not intended as legal advice and is not a substitute for talking to an attorney. The facts in each case are different and may lead to different results. Please do not rely on the advice on this page alone.