What is the role of the board

PPPA 6034

Managing Nonprofit Boards


Session 1




PAD 6034 Topics

  • Responsibilities and duties of governing boards
  • Board organization and operation
  • Board best practices
  • Relationship between the board and the CEO
  • Board development and governance reform
  • The board’s role in fundraising


Nonprofit Organizations

    • Private organizations
    • Public purpose
    • No ownership rights
    • No distribution of profit
    • Mission-driven
    • Corporate form (state charters)
    • Tax-exempt (federal and state)
    • Deductible gifts to 501(c)(3)- called “charitable nonprofits”



Overview of the Nonprofit Sector



Nonprofit sector







Organizations tax-exempt under other IRC sections


tax-exempt under

IRC Section 501 (c)


501 (c) 3


501 (c) 4


(Social Welfare Organizations)


Other 501 (c)






SOURCE: Adapted from Independent Sector

e.g., 527


Governing Boards

  • Directors, trustees, regents, visitors, overseers, etc.
  • Volunteers
  • Self perpetuating, elected,

appointed, hybrid

  • Moral, legal, and functional responsibilities
  • Responsibilities to whom?


The Board’s Responsibilities

To society:

Adherence to mission and law

Accountability for resources and results

Responsiveness to constituency needs

Indicated qualities:

Wisdom and integrity

Expertise (on programs and finances)

Diversity reflective of constituencies served


To the organization:

Advocacy and authenticity

Protection of autonomy

Fiscal stability and sustainability


Indicated qualities:

Social stature


Wealth and/or
access to wealth




Growing Pressures

To govern better


    • Legislation/voluntary guidelines


    • Transparency/Form 990


    • Watchdogs and raters


  • Donor requirements and expectations

To raise more money


    • Reduced government funding


    • Increased demands for service


    • Customer/client expectations


  • Increased competition for philanthropy



How Boards Are Responding to Competing Demands

To Strengthen Governance


  • Smaller boards/tiered boards

Governance committees

Board development programs

Term limits

Diversify membership

Use of advisory councils


To Strengthen Fundraising Capacity


Minimum gift/give or get policies

Fundraising committees

Recruit board members of affluence, influence

Use of advisory councils





Key Questions and Issues

  • What is the role of the board?
  • Who leads the organization – the board or the CEO?
  • What should be the relationship between the board and the CEO?
  • How can boards be made more effective, in governance, fundraising, and other ways?
  • What type of people should serve on the board?
  • How to balance the board’s competing responsibilities?
  • How to keep the board focused on what’s important?
  • How to make board service rewarding?

Concluding Humor




Conference call in real life












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