decline an invitation to join a board because you don’t have the time to devote to the
board should be respected.
√ Learn what training (if any) is provided to board members.
► WHAT ARE THE DUTIES OF BOARDS OF DIRECTORS?
Most nonprofit organizations are created to achieve a specific purpose or
purposes, such as making grants to operating charities, setting up a soup kitchen, teaching
children to read, providing health care, supporting cultural institutions, preserving the
environment, assisting senior citizens or one of the many thousands of other charitable
activities conducted in our state and our country. Those purposes, or the mission of the
organization, may be described in its certificate of incorporation, by-laws or other
constituent document.
If an organization's purposes are not already clearly included in one of its
organizational documents, one of the first activities of the board should be to draft a clear
mission statement which should correspond to the purposes described in its certificate of
incorporation and application for tax exemption submitted to the Internal Revenue
Service. Everyone involved with the organization - directors and officers, employees,
volunteers, fundraising professionals, and other professionals – should be familiar with
and understand its mission. Those individuals plan its future, conduct its programs, raise
its funds, make it known to the public, present its financial records to regulatory agencies
and others and give it professional advice.
Unless they fully understand why the organization was formed and what it plans
to accomplish, board members will not be able to perform their respective tasks
appropriately. The mission should be periodically re-assessed and evaluated and amended
as needed. Periodic review of an organization's structure, procedures and programs will
assist board members in determining what is working well and what practices the
organization might want to change in order to be more efficient, effective or responsible.
While the board is not usually involved in the day-to-day activities of the
organization, it is responsible for managing the organization and must make decisions
crucial to the life and direction of the organization, such as adding or removing board
members, hiring and firing key officers and employees, engaging auditors and other
professionals and authorizing significant financial transactions and new program
initiatives. In carrying out those responsibilities, members of a board of directors must
fulfill fiduciary duties to the organization and the public it serves.
Those primary legal duties are commonly referred to as the duties of care, loyalty
and obedience. If the organization has affiliates or subsidiaries, the legal duty of
impartiality and the duty of fairness to all the charitable interests, may also come into
play.
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