What is my role as a Board Member of a Not for Profit?
- kconsultkimthronds
- Jul 21, 2025
- 2 min read
by Kim Throndson
July 21, 2025
A Board Member’s role is defined in the following:
BYLAWS |
JOB DESCRIPTION |
GOVERNANCE POLICY |
1. BYLAWS:
The incorporating documents include bylaws. (see blog post IS MY NON PROFIT A CHARITY) Bylaws are a framework and rules by which the non profit must operate. The bylaws include a section that outlines the roles and responsibilities of the board of directors. So ask to review the bylaws.
2. JOB DESCRIPTION:
Although most board members are volunteers, many organizations will create a job posting and job description for board positions.
If you have applied for a board position, read your job description.
Also many boards have sub committees. Read the terms of reference for the committee you serve.
If you do not have a job description, and were just asked by a friend or colleague to be on a board, create a job description. The job description should follow board governance policy. (see below).
3. POLICY
a. Governance vs Operation:
Many board members are uncertain about the extent of their involvement in the organization. A board’s role is governance and management’s role is operations.
Governance refers to the big picture, direction, and strategic plan. Operations and the day to day functions are management, and employees’ role.
The Board is elected by members, or community depending on the non profit’s function. The Board hires the Executive Director/CEO. The ED hires managers, who hire employees to operate the non profit.
BOARD
EXECUTIVE DIRECTOR
MANAGERS
EMPLOYEES
VOLUNTEERS
Be Careful how involved you are in the day to day operation. Don’t micromanage, but ask for reporting from ED, Operations, and Management frequently (usually monthly).
b. Policies
The organization may have board policies or operational policies that outline the division or authorization of Board vs Managers.
If no policies are in place, then the board should create them.
c. Duty of Care
Board members have a duty of care to act as a responsible and reasonable person would in the circumstances.
Hopefully this guidance will help you achieve success for yourself and the organization. Below are some additional resources.
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