apple Board Roles and Responsibilities

Key Roles of the Board

The board of directors of an incorporated, non-profit organization is legally responsible for the governance of the organization.  Within that mandate is the expectation that the board will develop, implement and monitor policies that will allow the organization to carry out its work.  A board is elected by, and accountable to, its membership. While a board may appoint staff and/or committees to carry out specific work related to its policies, programs and services, the board is ultimately responsible for meeting agency outcomes.

There are limitless resources available that define key roles and responsibilities of boards. While details vary from resource to resource, there are some broad-based philosophies that are consistent.

Collectively, the board must:

  • Determine a governance model and ensure that appropriate organizational policies and structures are in place
  • Participate in the development of a mission and strategic plan for the organization
  • Hire and ensure that an effective management team is in place (i.e., Executive Director)
  • Maintain effective partnerships and communication with the community, the organization’s members and its stakeholders
  • Maintain fiscal responsibility, including raising income, managing income, and approving and monitoring annual budgets
  • Ensure transparency in all communication to members, stakeholders and the public
    • Evaluate the organization’s work in relation to a strategic plan
    • Evaluate the work of the board of directors, ensuring continuous renewal of the board, and plan for the succession and diversity of the board


Individually, each board member must:

  • Act in the best interests of the organization
  • Understand the roles and responsibilities of being a board member
  • Be familiar with the organization’s bylaws, policies and procedures, strategic plan, mission, etc.
  • Ensure he/she avoids conflicts of interest including operating in the best interest of the organization not in self-interest or the interest of a stakeholder group
  • Respect confidentiality policies that pertain to membership and board discussions
  • Keep informed about  the organization’s financial activity and legal obligations
  • Bring his/her own skills, experience and knowledge to the organization
  • Attend board meetings regularly and arrive prepared for meetings
  • Support board decisions once they have been voted on

Ideally, when joining a board (or perhaps before deciding to join) one should learn the:

  • Governing structure the organization operates under
  • Roles, responsibilities, and functions of the board within the governing structure
  • Job description for board members
  • Measurement and standard by which board members are evaluated

While the level and detail may vary from board to board, overall, effective board members are continuously:

  • Governing
  • Leading
  • Recruiting
  • Supporting
  • Planning

Cyril Houle, a governance expert and author often cited in board governance resources, defines the board’s role and responsibilities based on three different activities of organizations:

  1. Governance: The board develops policies that give overall direction to the agency.
  2. Management: The board takes actions and makes decisions to ensure that there are sufficient and appropriate human and financial resources for the organization to accomplish its work.
  3. Operations: These are the activities related to the delivery of services or programs of the organization. (The degree to which this occurs depends on the board governance structure.)

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