OUTLINE OF BOARD ROLES & RESPONSIBILITIES
- Legal/Fiduciary Role
- 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.
- 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
- Governance:
- 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
- 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
- Statutory Standard:
- 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.