Why do nonprofits have boards, and what do boards do?

Most nonprofits are corporations, which means they are legal entities distinct from the individuals who founded them. Like their for-profit counterparts, nonprofit corporations are governed by boards of directors with legal and ethical responsibilities that cannot be delegated. The board's responsibilities fall into the following broad categories:

• Legal and fiduciary. The board is responsible for ensuring that the organization meets legal requirements and that it is operating in accordance with its mission and for the purpose for which it was granted tax-exemption. Individual board members must exercise the duty of care (meaning they must attend meetings, be prepared to make informed decisions by reading the information provided and requesting additional information if necessary, and carry out their duties in a reasonable and responsible manner). As safeguards of a public trust, board members are responsible for protecting the organization's assets.
• Oversight. The board is responsible for ensuring that the organization is well run. It moderates the power of management, and has the power to hire and remove the chief executive, usually called the executive director or president.
• Fund-raising. As part of their fiduciary responsibility, many board members are actively involved in making sure that the organization has the money it needs. This may include making a personal contribution; serving as an advocate with a foundation, corporation, or government entity; organizing a fund-raising event or hosting a benefit; or face-to-face solicitation of other individuals.
• Representation of constituencies and viewpoints. Often, board members are chosen so that they can bring to the board the experience or perspective of a particular group or segment of the organization's constituency. Boards are not inherently democratic institutions, but they do provide an opportunity for the groups and communities that a nonprofit serves to have a voice in its governance. However, representing a constituency or viewpoint takes a back seat when voting — all board members are expected to vote with the nonprofit's best interest in mind.

As we have developed our (still very new) GMO, I know we still have room for improvement in educating our board members about their responsibilities.  Heck, much of the time, we are just glad to have people run for office!  Still, resources like this are welcomed by our board members who span two states.

I hope these resources are of use to you and your GMO, too.

Cheers,

Sarah Patrick

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