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Appreciating the Duties of a Nonprofit Board of Directors

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A board of directors (which we refer to simply as a board or governing board) is a group of people who agree to accept responsibility for a nonprofit organization. The board — which is responsible for ensuring that the nonprofit is fulfilling its mission — makes decisions about the organization, sets policy for the staff or volunteers to implement, and oversees the nonprofit’s activities. Raising money for the nonprofit is another important responsibility that many, but not all, boards assume. Board members almost always serve without compensation; they’re volunteers who have no financial interest in the nonprofit’s business. However, they do bear responsibility for financial oversight and are held accountable for the accounting and financial reporting of the organization.

Though paid staff members generally may serve as board members, and often do serve in start-up and small nonprofit organizations, check the laws in your state to determine any restrictions on paid staff members. However, if they’re being compensated, they’re being paid as employees, not as board members. Skip to the later section “Putting Staff Members on Your Board” for details on why it’s not recommended to have your staff serve on the board.

In addition, according to the Internal Revenue Service (IRS), a nonprofit generally should not compensate persons for service on the board of directors except to reimburse direct expenses of such service. Nonprofits may pay reasonable compensation for services provided by officers and staff. In determining reasonable compensation, a nonprofit may want to rely on the rebuttable presumption test of Section 4958 of the Internal Revenue Code and Treasury Regulation section of 53.4958-6.

A nonprofit organization has no owners, like a for-profit business does, but a governing board guides and oversees the organization like an owner might. No one owns city, state, or federal governments either, so citizens hand over the responsibility of running the government to elected officials. In turn, they expect those officials to govern the affairs of their city, state, or nation. The job of a nonprofit governing board is similar — in fact, it’s referred to as nonprofit governance. If you want more information on this type of governance than you find here, grab a copy of Nonprofit Law and Governance For Dummies by Jill Gilbert Welytok and Daniel S. Welytok (Wiley).

Nonprofit Kit For Dummies

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