Board Member Responsibilities

Determine the organization’s mission and vision

A statement of mission and vision should articulate the Foundation’s goals, means, and primary constituents served. It is the board’s responsibility to create the mission statement and review it periodically for accuracy and validity. Each individual board member should fully understand and support it.

Select the executive

Boards must reach consensus on the chief executive’s job description and undertake a careful search process to find the most qualified individual for the position.

Support the executive and review his or her performance

The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the Foundation. The chief executive, in partnership with the entire board, should decide upon a periodic evaluation of the chief executive’s performance.

Endeavor to ensure effective organizational planning

As stewards of an organization, boards must actively participate with the staff in an overall planning process and assist in implementing the plan’s goals.

Endeavor to ensure adequate resources

One of the board’s foremost responsibilities is to provide adequate resources for the Foundation to fulfill its mission. The board should work in partnership with the chief executive and investment staff and consultants, if any, to invest the Foundation’s corpus wisely in keeping with Board-approved investment policies.

Manage resources effectively

The board, in order to remain accountable to the public, and to safeguard its tax-exempt status, must assist in developing the annual budget and ensuring that proper financial controls are in place.

Determine, monitor, and strengthen the Foundation’s funding priorities and programs

The board’s role in this area is to determine which funding priorities are the most consistent with the Foundation’s mission and purpose, as well as the needs of the community, and to monitor an effective balance between the two considerations.

Enhance the Foundation’s public standing

The Foundation’s primary link to the community, including constituents, the public, and the media, is the board. Clearly articulating the Foundation’s mission, accomplishments, and goals to the public, as well as garnering support from important members of the community, are important elements of a comprehensive public relations strategy.

Ensure legal and ethical integrity and maintain accountability

The board is ultimately responsible for ensuring adherence to legal standards and ethical norms. Solid personnel policies, grievance procedures, and a clear delegation to the chief executive of hiring and managing employees will help ensure proper decorum in this area. The board must establish pertinent policies, and adhere to provisions of the Foundation’s bylaws, articles of incorporation and memorandum of understanding.

Orient new board members and assess board performance

All boards have a responsibility to articulate and make known their needs in terms of member experience, skills, and many other considerations that define a “balanced” board composition. Boards must also orient new board members to their responsibilities and the organization’s history, needs, and challenges. By evaluating its performance in fulfilling its responsibilities, the board can recognize its achievements and reach consensus on which areas need to be improved.

Individual Board Member Responsibilities

• Accept and abide by the legal and fiscal responsibilities of the Board as specified by institutional charter, bylaws, and state statutes and regulations
• Be informed about the Foundation’s mission, services, policies, funding priorities and programs
• Regularly attend and participate in board and committee meetings and functions
• Review agenda and supporting materials prior to board and committee meetings
• Serve on committees and offer to take on special assignments
• Vote according to one’s individual conviction, challenging the judgment of others when necessary, yet being willing to support the decision of the Board and work with fellow Board members in a spirit of cooperation
• Comply with conflict of interest and confidentiality policies
• Assist the board in carrying out its fiduciary responsibilities, such as reviewing the Foundation’s annual financial statements
• Take advantage of educational opportunities provided by the Foundation and other community organizations to learn more about community healthcare needs, philanthropy and the Foundation’s funding priority areas
• Inform others about the Foundation
• Encourage possible applicants to the Foundation’s Community Advisory Committee who can make significant contributions to the work of the board and the Foundation
• Refrain from making special requests of the staff

Board Responsibilities taken from Ten Basic Responsibilities of Nonprofit Boards. Washington, DC: BoardSource, 1996.

Board member responsibilities taken from Six Keys to Recruiting, Orienting, and Involving Nonprofit Board Members. Washington, DC: BoardSource, 1995.