ROLES AND RESPONSIBILITIES OF BOARD MEMBERS AND

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Introduction: Below is a sample board member and officer agreement form, also

commonly called a board roles and responsibilities document or a board member

job description. The sample below is just that, a sample. To be valuable, it must be

adapted to meet the unique needs of your organization. It is important to spent

time coming to agreement about what your organization needs from its board

members, and how board members will be held accountable to meet those

expectations.

LOGO

ORGANIZATION’S NAME

ROLES AND RESPONSIBILITIES

OF BOARD MEMBERS AND OFFICERS

Organization (ORG’s) Board of Directors is a governing board with legal and

fiduciary responsibility to the organization. Pennsylvania law requires board

members to discharge duties: “. . . in good faith, in a manner in which he or she

reasonably believes to be in the best interest of the corporation, and with such

care, including reasonable inquiry, skill and diligence, as a person of ordinary

prudence would use under similar circumstances.” All ORG board members are

required to fulfill this legal and fiduciary obligation. The roles and responsibilities

outlined below are intended to guide each current and prospective board member,

and to provide an understanding of what is expected from the board above and

beyond the legal requirements.

NOTE: State laws vary. It is important to know the law in your state. !

I. Recognition of the mission:

Members of the Board of Directors are expected to understand and support ORG’s

mission, serve as ambassadors for ORG and lend advice and expertise to ORG’s

leadership. Board members, therefore, should be familiar with the following:

1. ORG’s mission statement, program areas and strategic plan.

2. The basic staffing and structure of ORG.

II. General Oversight:

Although the Board of Directors is not expected to make operating decisions, it

must perform certain critical oversight functions, in addition to those listed above:

1. Hire, support and annually evaluate the Executive Director

2. Recruit and acclimate members of the Board of Directors

3. Create and implement board procedures

4. Review the performance of the Board of Directors annually

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5. Ensure compliance with and periodically update the organization’s bylaws

6. Provide strategic direction, which includes regular reviews of the organization’s

mission, vision and values, and active maintenance and delivery on strategic

plans

7. Provide oversight regarding legal contracts and concerns

8. Formulate policies

9. Advocate for and promote ORG

III. Fiscal Oversight:

The Board of Directors must provide broad fiscal oversight, including the adoption

of an annual budget, quarterly review of revenue and expenses, and review of tax

forms and audits. Board members are expected to serve in a fiduciary capacity,

utilizing their judgment and discretion for the benefit of ORG.

IV. Fundraising and development:

As a non-profit agency, fundraising and development are vital to the success of

ORG. One of the most important functions of the board is to assist and oversee

ORG’s fundraising efforts. Consistent with this, all board members are expected to

do the following:

1. Identify and evaluate prospects, cultivate and solicit gifts, actively support

development programs, and offer personal acknowledgments to donors and

volunteers.

2. Provide leadership, contribute ideas and actively advocate for the fundraising

and development efforts of the organization.

3. Make a financial gift of at least $X annually. At least a portion of a board

member’s financial gift should to be made within the first quarter of the fiscal

year.

Make a personally significant financial gift to X annually. It is requested that

board members make ORG one of their top three philanthropic contributions. At

least a portion of a board member’s financial gift should to be made within the

first quarter of the fiscal year.

NOTE: The first option is more common, but many nonprofits are moving to

the second wording in order to not price out low-income people (who often

include the organization’s constituency.) This wording allows the individual to

self-select an amount, but provides some guidance regarding how much is

expected. It is important that each board member give in the first quarter of

the fiscal year in order to leverage having 100% board giving for fundraising

purposes.

4. Solicit the financial support of others in addition to his or her personal

contribution.

5. Attend as many ORG programs and development events as possible.

Attend and bring a minimum of X guests to ORG’s annual fundraiser.

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V. Involvement in Meetings, Committees and Events:

Board members are expected to actively participate in board meetings and serve on

at least one board committee. Board Members are strongly encouraged to attend

ORG’s public events.

VI. Officers: Officers of the Board of Directors are expected to fulfill the

responsibilities of a board member, in addition to the specific responsibilities of the

officer position held.

Chair: The Board Chair is expected to provide leadership to and manage ORG’s

Board of Directors and Executive Committee, ensuring that ORG’s Board fulfills its

legal and financial obligations and individual board members fulfill their board

responsibilities. The Board Chair facilitates communication and decision-making

within the board. Specific responsibilities include, but are not limited to:

1. Convening and facilitating board and Executive Committee meetings

2. Providing accountability regarding attendance, individual giving and other

individual board member commitments

3. Ensuring the recruitment and orientation of new board members

NOTE: It is often a board committee’s responsibility to recruit and orient new

board members. The board chair doesn’t need to do it. She or he just needs to

ensure that it happens.

4. Maintaining regular contact with the Executive Director and being available as

needed

5. Ensuring annual evaluation of the Executive Director and board

NOTE: It is often the responsibility of board committees to facilitate annual

evaluations of the board and Executive Director. The board chair doesn’t need to

be the one to facilitate the evaluations. She or he just needs to ensure that they

happen.

Vice-Chair:! The Board Vice-Chair is expected to provide leadership to ORG’s Board

of Directors, ensuring that ORG’s Board fulfills its legal and financial obligations and

individual board members fulfill their board responsibilities. The Board Vice-Chair

serves as a member of the Executive Committee and supports the Board Chair in

his or her board leadership. Specific responsibilities include, but are not limited to:!

1. Fulfill the roles and responsibilities of the Chair in the case of her or his inability

or absence

2. Fulfill the roles and responsibilities of the Secretary in the case of her or his

inability or absence

Secretary: The Board Secretary is expected to establish and oversee sound

practices for documentation and effective procedures for board communication. The

Board Secretary serves as a member of the Executive Committee. Specific

responsibilities include, but are not limited to:

1. Overseeing the recording and distribution of board and Executive Committee

meeting minutes

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2. Keeping records of all official board communication (including but not limited

board meeting minutes) and official and/or legal organizational documents, such

as bylaws

3. Ensuring bylaws, articles of incorporation and other key documents are up-to-

date, and that board resolutions are integrated

4. Signing organizational documents as needed

Treasurer: The Board Treasurer is expected to provide financial oversight and

monitor the financial health of the organization. The Treasurer serves as a member

of the Executive Committee and chairs ORG’s Finance Committee. Specific

responsibilities include, but are not limited to:

1. Overseeing, in coordination with the Executive Director:

a. The creation, presentation and monitoring of the annual budget

b. The timely and accurate completion of the organization’s tax forms and

annual audit

c. The creation and distribution of financial reports prior to board meetings

2. Presenting financial information to the board and being available for questions

3. Monitoring compliance with financial policies and procedures; suggesting

changes and new policies as needed

4. Providing regular financial oversight and alerting the Executive Committee

immediately if concerns arise

VI. Length of terms:

By agreeing to serve ORG, a member of the Board of Directors agrees to participate

in one (1) X-year term. A board member may serve X consecutive X-year terms for

a total of X years.

After serving X consecutive terms, a board member must rotate off the board for

one (1) year. During this time, they may choose to still participate in board

committees but will not be part of the formal Board of Directors. After a one-year

hiatus, the member may reapply to the board of directors.

NOTE: This section must align with your organization’s bylaws.

I understand and have read the terms of ORG’s Board of Directors and Officers

Roles and Responsibilities. I am committed to fulfilling these duties.

Signature: ______________________________ Date: ___________________

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