Ten Basic Responsibilities of Nonprofit Boards



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Tidwell Social Work Services and Consulting, Inc.

5999 W. State Street

Boise, Idaho 83703

(208)853-5095

(208) 853-5125 (fax)

Responsibilities of TSWSC Board of Directors

1. Determine the organization's mission and purpose. It is the board's responsibility to create and review a statement of mission and purpose that articulates the organization's goals, means, and primary constituents served.

2. Select the chief executive. Boards must reach consensus on the chief executive's responsibilities and undertake a careful search to find the most qualified individual for the position.

3. Provide proper financial oversight. The board must assist in developing the annual budget and ensuring that proper financial controls are in place.

4. Ensure adequate resources. One of the board's foremost responsibilities is to provide adequate resources for the organization to fulfill its mission.

5. Ensure legal and ethical integrity and maintain accountability. The board is ultimately responsible for ensuring adherence to legal standards and ethical norms.

6. Ensure effective organizational planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals.

7. Recruit and orient new board members and assess board performance. All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate its own performance.

8. Enhance the organization's public standing. The board should clearly articulate the organization's mission, accomplishments, and goals to the public and garner support from the community.

9. Determine, monitor, and strengthen the organization's programs and services. The board's responsibility is to determine which programs are consistent with the organization's mission and to monitor their effectiveness.

10. Support the chief executive and assess his or her performance. The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization.

Individual Board Member Responsibilities

1. Attend board and committee meetings and functions, such as special events.

2. Be informed about the organization's mission, services, policies, and programs.

3. Review agenda and supporting materials prior to board and committee meetings.

4. Serve on committees or task forces and offer to take on special assignments.

5. Make a personal financial contribution to the organization.

6. Inform others about the organization.

7. Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization

8. Keep up-to-date on developments in the organization's field.

9. Follow conflict of interest and confidentiality policies.

10. Refrain from making special requests of the staff.

11. Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization's annual financial statements.

Legal responsibilities of TSWSC Board of Directors

Under well-established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. Several states have statutes adopting some variation of these duties which would be used in court to determine whether a board member acted improperly. These standards are usually described as the duty of care, the duty of loyalty and the duty of obedience.

Duty of Care

The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of "care that an ordinarily prudent person would exercise in a like position and under similar circumstances." This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.

Duty of Loyalty

The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.

Duty of Obedience

The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.

Duties of Board

All powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association managed by or under the direction of, its board of Directors (“Board”). Each member of the Board is a “Director.”

1.2           Composition

The Board shall comprise 10 Directors, as follows: (i) the 5 Officers and (ii) the 5 Directors (non-officers).

1.3           Officers

The Association has 5 officers (collectively, “Officers”) who are each also Directors: (i) the President, (ii) Vice-President, (iii) Immediate Past President, (iv) Secretary, and (v) Treasurer.

1.3.1      Election

The Board of Directors of the Corporation shall consist of at least one (1) member(s) who shall each serve for a term of two (2) years. The names and addresses of the members of the first Board of Directors have been stated in the Articles. Such persons shall hold office until the Monday immediately preceding the second anniversary of the date of incorporation of the Corporation, and until their successors shall have been elected and qualified. Thereafter, the existing Directors shall elect Directors to hold office beginning October 1 of each year.

Officers are elected and begin their terms of office at the Annual Meeting. The President & Immediate Past President are elected at the Annual Meeting in even-numbered years. The Secretary and Treasurer are elected at the Annual Meeting in odd-numbered years.

1.3.2      Terms of Office

Each Director shall hold office for the term for which such Director is elected and until such Director's successor shall have been qualified. Directors need not be residents of the State of Idaho.

1.3.3      President

The President shall: (i) preside over Board meetings, Member meetings, and Executive Committee meetings; (ii) supervise the Executive Director; and (iii) perform all other duties assigned by the Board or the Members.

1.3.4      Vice-President

The Vice-President Elect shall: (i) preside at all meetings in the absence of the President and have all the powers and responsibilities of the President while so acting, (ii) serve as President upon the resignation, removal, or death of the President for the remainder of that term of office, and (iii) perform all other duties assigned by the Board or the Members.

1.3.5      Immediate Past President

The Immediate Past President shall: (i) serve as an advisor to the President and Board of Directors upon request; (ii) chair the Nominating Committee and (iii) perform all other duties assigned by the Board or the Members.

1.3.6      Secretary

The Secretary shall: (i) issue due notice of all Board and Member meetings; (ii) prepare minutes of Board, Committee, and Member meetings; (iii) attest to all instruments, contracts, and documents requiring the signature of the Secretary; and (iv) perform all other duties assigned by the Board or the Members.

1.3.7      Treasurer

The Treasurer shall: (i) keep the Board fully informed of the Association’s financial status; (ii) chair the Budget and Finance Committee and (iii) perform all other duties assigned by the Board or the Members.

1.4           Directors (non-officers)

These Directors shall perform the duties/responsibilities outlined above and function in the capacities outlined elsewhere in this document.

1.4.1      Election and Terms of Office

Directors (non-officers) serve 1 year terms of office and are elected and begin their terms of office at the Annual Meeting.

1.4.2      Duties

The Directors (non-officers) shall (i) assist the performing the fiduciary functions as outlined in the Corporation’s By-Laws; (ii) assist in the Corporations’ fundraising efforts; (iii) execute tasks as assigned by the Board Officers; and (iv) assist in marketing the Corporation’s services throughout the year.

We, the undersigned, hereby certify that the above stated Board Functions TIDWELL SOCIAL WORK SERVICES ANDCONSULTING, INC. were approved and adopted by the board of directors on January 19th 2015 constitutes a complete copy of the Board Responsibilities for the Corporation.

_________________________ _________________________ Director President

_________________________ _________________________ Director Vice President

_________________________ _________________________ Director Secretary

_________________________ __________________________ Director Executive Director

_________________________ Director

_________________________ Director

_________________________ Director

_________________________ Director

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