What are the key duties of the board?

Summary:

The National Center for Nonprofit Board's 'Ten Basic Responsibilities' and some references to other materials

Answer:

From "Ten Basic Responsibilities of Nonprofit Boards," published by
the
BoardSource http://www.boardsource.org (formerly the National Center for Nonprofit Boards).

• Determine the organization's mission and purposes
  
• Select the executive staff through an appropriate process
  
• Provide ongoing support and guidance for the executive; review
  his/her performance
  
• Ensure effective organizational planning
  
• Ensure adequate resources
  
• Manage resources effectively (the buck stops with them,
  ultimately)
  
• Determine and monitor the organization's programs and services
  
• Enhance the organization's public image
  
• Serve as a court of appeal
  
• Assess its own performance

The website created by the New York Attorney General has a guide
booklet on board members' duties and
responsibilities - it is called "Right from the Start - A Handbook
for
Not-for-Profit Board Members" - and it can be found on
http://www.oag.state.ny.us/charities/not_for_profit_booklet.pdf Per Karin K. Goldman, December 9, 1998.
The Free Management Library provides additional perspectives on the purpose, responsibilities and duties of a board of directors. See http://www.mapnp.org/library/boards/brdrspon.htm

For legal responsibilities, the American Bar Association publishes a
"Guidebook
for Directors of Nonprofit Organizations" (280pp). It is available
for
$24.95 in
paperback from PO Box 10892, Chicago, IL 60610-0892; 312/988-5522.
(Or you
can order it online from the ABA Store; the book is described at
http://www.abanet.org/buslaw/catalog/r5070388.html and the button at
the
bottom of that screen will let you find out more about ordering
materials
from the Bar Association.)

Dave Matthews wrote to usnonprofit-l on February 26, 1996:
Members of Boards of Directors -- most frequently the Board
President --
occasionally lose sight of the generally accepted operating
principle
that no action or directive of functional committees of the Board,
or of
individual Board members, can have any force or effect unless it is
approved by the full Board. Thus, Board committees and individual
members may make recommendations for consideration and action by the
Board, but they would normally be considered "out of bounds" if they
attempted to give direct instructions or orders to the Executive
Director and/or members of his/her executive staff. Those orders
should
generally come in the form of resolutions adopted by the full Board.

On the other hand, from my experience in monitoring a great many
community based non-profit corporations, it tends to give me concern
when
the only member of an agency's executive staff who speaks to the
Board
during its meetings is the Executive Director. We often forget that
one
of the key responsibilities of these organizations is to be
constantly
training and developing their human resources and their component
project leaders for bigger and better things. Thus, when I see the
various project directors of an agency called upon to join with
their
Executive Director in meetings with the Board's project oversight
committees, and to give their progress reports during meetings of
the
full Board -- while the Executive Director, as "conductor or the
orchestra," gives the overall introductory or wrap-up summary and
"chairs" the presentations of his/her staff -- it tells me that the
agency's executive leadership probably has its priorities straight.
That
is to say, the Executive Director does not appear to be excessively
preoccupied with preserving and protecting the exclusivity of
his/her
posititon by serving as the sole informational conduit/filter of
information to the Board. When such protective or "turf"
considerations
are apparent, my experience tends to suggest that program
performance
and/or staff training and professional development are being
relegated
to second or third place, and that a "cult of of Executive Director
personality" may be in effect.

This is a touchy subject, because it has been rightly stated that
often
the creation, operation, and success of any organization can only
take
place within the long shadow of a single individual. Many
corporations
are the brain-child and life's work of their CEO or Executive
Director.
These people can be understandably -- and sometimes excessively --
possessive and protective of what they have created. This can be
complicated by the fact that in some cases the executive leadership
of
non-profit public service agencies has fallen victim to an
egocentric
personality trait that, for lack of a better term, I have come to
call
"the Jesus complex," which -- in its negative manifestations -- can
lead
to an excessively self-righteous, autocratic, manipulative style of
agency management. While the "Jesus complex" can also have some
positive
implications, a serious challenge that we all face is to guard
against
its adverse effects.

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Revised 8/11/99 -- CM; 3/29/04; 8/28/04, 10/27/05 -- PB