Governance: Board Officers


State laws stipulate which officer positions a nonprofit corporation must have, with the most common and necessary being the chair/president, vice chair/president, treasurer, and secretary. While these laws usually define the main functions for the officer positions, there is quite a bit of flexibility within the board to clarify the duties and tasks that each officer must carry out. During the first official board meeting the board assigns certain authorities to each officer.

Board Chair/President

The chair has a special role as the leader of the board. As expected for any leader who must ensure that a team remains cohesive and delivers on expectations, the board chair is constantly making decisions, and driving the board to come to decisions in the best interest of the organization. Some of these decisions include the appointment of committee chairs, the decision to call a vote once it is determined that an issue has been fully discussed and the management of a peer who has stepped out of line. When voting takes place in meetings, the chair has the same right to vote as other board members or the chair has the option not to vote at all, or to vote in order to break or avoid a tie. The voting rights of the Chair should be clearly defined in the bylaws or board manual. Outside of meetings the chair may act as the delegate and representative for the board but always within clearly defined boundaries. Duties include but are not limited to:

  • Provides leadership to the Board, who set policy.
  • Appoints the chairpersons of committees, in consultation with other Board members.
  • Provides oversight to the organization, Board and Board Committees. 
  • Helps guide and mediate Board actions with respect to organizational priorities and governance concerns.
  • Brings up issues confronting the organization and of concern to the Board.
  • Monitors financial planning and financial reports.
  • Plays a leading role in financial development activities.
  • Evaluates annually the performance of the organization in achieving its mission.
  • Evaluates effectiveness of Board members, provides counseling and assistance as necessary.


  • Performs President responsibilities when the President cannot be available.
  • Works closely with the President to develop and initiate officer transition plans and Board member transition/replacement plans
  • Plans for succession to the president position


  • Maintains records of the Board and ensures effective management of all records.
  • Manages minutes of Board meetings.
  • Ensures minutes are distributed to members shortly after each meeting.
  • Is sufficiently familiar with legal documents (articles, by-laws, IRS letters, etc.) to note applicability during meetings.


  • Oversees and manages finances of the organization.
  • Administrates fiscal matters of the organization.
  • Provides regular budget reports and annual budget to the Board for members' approval.
  • Ensures development and Board review of financial policies and procedures.


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