Board officers are the leaders of the board. They provide conceptual leadership and model the board’s working culture the tone and approach for its interactions. From a practical standpoint, officers coordinate board activities and are responsible for special assignments. If a nonprofit organization has an executive committee, it is typically composed of the board officers and the chief executive .
At a minimum, as defined by state laws, most boards have the following officers:
Chair. On most boards, this position requires the greatest time commitment. The chair manages the board and serves as the primary liaison between the board and the chief executive .
Vice chair. This position provides additional leadership, substituting for the chair when that person is not available or leaves the position before the end of his or her term. Often, a board calls upon the vice chair to lead special projects, such as heading the governance committee or facilitating the chief executive’s annual review. Some boards elect more than one vice chair, with each one overseeing a particular project.
Treasurer. The person elected to this position assumes the primary volunteer role in the organization’s financial oversight. The treasurer oversees financial operations, ensuring that incoming revenues and outgoing payments are handled and recorded appropriately. In a smaller organization, the treasurer may have the hands-on responsibility for writing checks, recording payments, and preparing financial reports. In a larger organization, those duties are typically handled by the chief financial officer, controller, or accountant. Under all circumstances, some segregation of duties is necessary.
Some boards also elect the following officers.
Secretary. This position has the responsibility for ensuring that board-related documents primarily minutes of board meetings are accurate and prepared in a timely manner. In a smaller organization, the secretary may have the responsibility for taking and distributing the minutes; in a larger organization, he or she will review the minutes prepared by staff members before they are distributed to the board for approval. The secretary may also take on related duties delegated by the board, such as overseeing the implementation of a records-management system for the board.
Some organizations combine the duties of secretary and treasurer into one position, especially when the staff essentially carries out the tasks specific to these positions. In fact, it’s not unusual for staff members to actually do the work related to the position of board secretary and, to some extent, treasurer. The appropriate board officer then has the responsibility of reviewing and approving the minutes or financial reports. Once approved, the documents themselves are usually kept in the organization’s headquarters.
CKair-elect. To ensure leadership continuity and to acclimate the incoming chair to the responsibilities ahead some nonprofit organizations designate a chair-elect. This person has already been designated as the successor to the current board chair, on the basis of the board’s policies and election processes . He or she is often given specific tasks, such as chairing the strategic planning task force, and may have the responsibility of presiding at a board meeting in the chair’s absence.
The bylaws should spell out the general responsibilities of the organization’s officers. In addition, it’s helpful to develop a detailed job description for each officer position, to clarify expectations. As the organization matures, these responsibilities may change, so be sure to schedule a periodic review of the bylaws and update them when necessary.
SUQQESTED ACTION STEPS
1. Board members, benchmark other nonprofit organizations to ascertain how they define and allocate responsibilities among the board officers.
2. Board members, consider electing an assistant secretary and assistant treasurer from the staff or allow the chief executive to designate a staff member to handle the tasks not the monitoring that the bylaws prescribe for the secretary and treasurer.