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Outline of Board Roles & Responsibilities

Legal Counsel for Philanthropy and the Nonprofit Sector

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Outline of Board Roles & Responsibilities

  1. Legal/Fiduciary Role
    1. Statutory Standard:

      Example: Chapter 180, Section 6C, Massachusetts General Laws:

      A director, officer or incorporator of a corporation shall perform his or her duties as such, including, in the case of a director, his or her duties as a member of a committee of the board on which he or she may serve in good faith and in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position with respect to similar corporation organized under this chapter would use under similar circumstances.

    2. General Responsibilities:
      • Governance:
        • Oversee/Evaluate
        • Review/Monitor
      • Leadership
        • In partnership with CEO and management, guide the mission and direction
      • Stewardship:
        • Ensure dedication to, and use of assets for, benefit of public
    3. Specific Responsibilities:
      • Hire/support/evaluate/discharge CEO
      • Review and approve annual budget
      • Review and approve major organizational decisions, commitments, and plans including expenditures, loans, and leases
      • Evaluate progress toward program and financial goals
      • Ensure the continuity of the organization through development and recruitment of executive staff
      • In conjunction with executive staff, provide leadership on organizational transition, structure and planning
      • Conduct affairs of the board including board development, transition, and effectiveness
    4. Meeting Specific Responsibilities Through:
      • Board Orientation
      • Information Flow: Financial statements, reporting regarding programs and operations, planning
      • Each Director's Exercise of Informed, Independent Judgement
      • Appropriate Board Organization and Continuity
      • Board Meetings, Agendas, Minutes, Documentation
      • Appropriate Committee Structure
      • Protecting Assets of Organization
      • Determination of Board-Executive Staff Relationship and Extent of Delegation of Management Authority
  2. Supporting Functions
    • Fundraising
    • Planning
    • Public and Community Relations
    • Others as Needed

Sources: Technical Development Corporation, Nonprofit Management Institute; American Bar Association, Corporate Directors Guidebook; Massachusetts Nonprofit Organizations, Massachusetts Continuing Legal Education, Inc., "Duties and Liabilities and Directors and Officers", Robert G. Bannish, Esq.; Board Function and Composition, Rick Smith, Support Centers of America.

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