It is not uncommon to poll a sample of the public to discover that non-profit board directors meet occasionally to discuss matters and walk away until called upon to meet again. The reality is that non-profit boards, have both public and fiduciary responsibilities within their respective charities. Roles must be created, applied and adhered to in order for the organization to be ultimately successful in providing quality services.

Non-Profits, like many other organizations, must remain accountable to themselves, volunteers, donors, benefactors, fund raising, to name a few; and ultimately, their own credibility. A non-profit board exists, in simple terms, to uphold the public trust within their charitable purpose and remain worthy of public support as well as governmental recognition and the significant tax benefits afforded to the charitable organization.

The role and responsibilities of board directors alone, include legal responsibility, to provide oversight necessary to ensure the organizations purpose is being fulfilled and all ethical standards are met.

All non-profit boards have three primary legal duties to adhere to. Duty of Care, which uses discretion in all spending, smart use of all assets and ensuring good will is used toward the facility and the people.

The second would be the Duty of Loyalty. Every transaction must be accountable and made only in an effort to advance the organizations mission. This must include recognizing and disclosing any conflicts of interest whether as the non-profit itself or as an individual member for the non-profit organization. This also include decision making; that it is done in the best interests of the charity and not the organization or any one member.

The third legal obligation is the Duty of Obedience. It is a clear mandate to obey all laws and regulations governing charitable status. To support the bigger picture, internal by-laws are created in support of the purpose and mission of the non-profit.

There are a few basic responsibilities that all non-profit boards should accept in order gain public trust and be seen as a true advocate.

• It starts with the determination of the organizations mission and purpose. The non-profit must show everyone connected that their purpose for existence is understood and needed. This is usually done as the non-profits mission statement.

• Selecting your Chief Executive is critical as this person(s) will be the public face and determine the necessary steps required to direct the non-profit toward solvency and trust. While this role is pivotal to accomplish the mission, all boards must understand that their participation and legal duties do not change. Additionally, while it is important to fully support your executive leader, it is incumbent on the board to assess the executive’s performance regularly as this remains a board function.

• One of the most debated items is the process of Organizational Planning. Often as is the case with volunteer boards, they will insist on comprehensive organizational plans to be completed and completed very well. While well intentioned, questions surface on the “who does what” and how can volunteer board members, already tasked with other matters, be meaningfully involved in this process?
  The bottom line is that boards members have made the commitment. If proper ownership of the plan is to be assumed, a way must be found to maintain full involvement.
  Planning is not a one-time occurrence. Board members will need to plan each stage of the process be-it each step in the creation of a new charity organization or one that had been running many years as part of your change management plan.

• The boards fundamental role includes whether current and proposed programs and services remain in-line with the stated purpose and mission of the non-profit organization. Competing priorities are a normal part of the process and it will be the board who will decide which program or service to move forward, scale up or down and/or decline at the time. The board will need to decide and agree how best to implement a process to do regular checkups and general oversight.

• The non-profit board will become its own ‘Court of Appeal’. Self-assessments, managing the grievance & governance process, challenges to established practices will require the board to oversee the creation of standards of practice/procedure where-by these documents will be used in accordance with internal and external challenges to the nature of trust and trustees ensuring compliance is followed.

Board members must be made aware other aspects of their service to the non-profit organization may be expected. An obligation to be an advocate, fund raise and plan for succession must be a part of normal board obligations as well.

It should be mandated that each board member serve on at least one committee. By doing so, you will assist the committee to present information in such a manner as the board of directors expect. By this action alone, valuable time will be saved in avoiding lengthy debate or discussions related to material information not relevant to the board’s needs. Structure these committees with a chair and possibly a co-chair. Presentations, results and recommendations are made to the board with the chair and/or co-chair available to answer questions regarding the findings.

As a final item of many regarding board responsibilities, it is important the board oversees, documentation of agendas and minutes. The secretary (scribe) had primary responsibility for preparation of minutes and agendas, but it is the boards responsibility to ensure the accuracy of this documentation. This may be the one area that will assist in claims against the organization to avoid any potential legal issues.