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SEE ALSO: Ten Basic Responsibilities of Nonprofit Boards (Boardsource)


A nonprofit board of directors is responsible for defining the organization’s mission and for providing overall leadership and strategic direction to the organization. A nonprofit board actively sets policy and ensures that the organization has adequate resources to carry out its mission. The board provides direct oversight and direction for the executive director and is responsible for evaluating his/her performance. A nonprofit board also has a responsibility to evaluate its own effectiveness, in upholding the public interest(s) served by the organization.

Assessment Items

Board Composition & Roles

Legal Essential Recommended
We have the required number of board members (3 in NE, 1 in IA). [Legal NE, IA] X
We have all required officers (president, secretary, treasurer, or as indicated in bylaws). [Legal NE, IA] X
At least two-thirds of the board is independent, as defined by the IRS. [Legal US] X
We have board representation that reflects the diversity of those we serve and aspire to serve. X
The board has no more than one employee (typically the chief executive) serving on the board, and he/she does not serve as the chair, vice-chair, secretary or treasurer. X
The board includes members with the diverse skills, expertise and experience necessary to fulfill all needed board roles, including at least one person with financial expertise. X
The board assumes responsibility and accountability for healthy functioning, diversity of thought and representation, and culture. X
Board members are provided with clear job descriptions and understand their roles and responsibilities. X
Committee members are provided with clear job descriptions and understand their roles and responsibilities. X

Board Independence

Legal Essential Recommended
For the staffed nonprofit, board members do not manage the day-to-day affairs of the nonprofit. Where board members might individually fulfill direct service roles, we establish clear boundaries between their volunteer/direct mission fulfillment role and their role as a member of a collective decision-making governing body. X
Each board member discloses all material facts and relationships and refrains from voting on any matter where there is a conflict of interest. X
Board members (who are not employees) receive no monetary compensation from the organization. X

Board Oversight

Legal Essential Recommended
The board conducts an annual performance review of the chief executive. The chief executive's performance assessment is based on organizational accomplishments and the total compensation package reflects his/her performance as well as industry standards. X
Board members make decisions in the best interest of the organization and not in the interest of another entity, including themselves. X
The board reviews and approves new or revised fiscal and governance policies. X
The board annually reviews and approves the budget. X
The board or appointed finance committee reviews financial reports quarterly, at a minimum, and monthly if possible. X
Board members are given the opportunity to review and approve the 990 prior to submission, as well as any other federal, state or local filings. X
The board actively participates in and approves the organizations strategic plan. X
At a minimum of every two years, the board reviews the organizations bylaws, mission statement, articles of incorporation, and corporate policies and amends them as needed to reflect organizational growth and development. X
The board conducts an annual evaluation of itself. X
The board has a succession plan for the chief executive, board members, and key staff. X
The board has an organizational transition plan to maintain daily operations during a change in executive or board leadership. X

Board Policies & Procedures

Legal Essential Recommended
We have an up-to-date conflict of interest policy and signed disclosure forms for the board, staff, and volunteers. [Legal US] X
We held an organizational meeting after incorporation to elect directors (if not named in the articles of incorporation), appoint officers and adopt bylaws. [Legal NE, IA] X
We keep as permanent records all financial information for the organization. X
We have a clear policy on board member term limits, rotation (term staggering), number of consecutive terms, and removal written in our bylaws, and we abide by these. X
Board meetings are held at least quarterly, and regular attendance is required. X
The board follows the voting procedures as defined in the bylaws. X
We educate the board and staff about what constitutes conflict of interest. X
We keep minutes of all board meetings and documentation of any actions taken by the board without a meeting as permanent records. X
All board members receive relevant financial literacy, fundraising, legal, lobbying and advocacy training as needed. X
Board members are provided with an orientation and board manual. X
We have an up-to-date board calendar with meetings and organizational events. X


Legal Essential Recommended
We have our IRS determination letter. [Legal US] X
We have up-to-date articles of incorporation. [Legal NE, IA] X
We have an up-to-date registered agent and registered office filing with the Secretary of State. [Legal NE, IA] X
We file a biennial report with the Secretary of State. [Legal NE, IA] X
We have up-to-date bylaws which include board liability & indemnification language. X
We carry the appropriate level of liability insurance, including Director & Officer insurance. X
Our board has at least five persons, unrelated to each other or to staff, to ensure appropriate deliberation and diversity. X
We have an up-to-date committee handbook with each committee’s charter (or other clear statement of authority and purpose), policies and procedures. X
We have an up-to-date board member policies and procedures handbook. X


Conflict of interest policy, procedures & signed forms for board, staff, & volunteers—updated annually (Sarbanes-Oxley Act of 2002; 990) US
IRS Form 1023 & IRS determination letter—publicly accessible for accountability purposes US
Articles of incorporation (Neb. Rev. Stat. §21-1921; Iowa Code §504.202) NE, IA
Establish within 60 days and continuously maintain a registered office and registered agent (Neb. Rev. Stat. §21-1934, §21-1935, §21-1937; Iowa Code [] NE, IA
File biennial report (by April 1st, in odd years) with Secretary of State (Neb. Rev. Stat. §21-125; Iowa Code §504.1613) NE, IA
Hold an organizational meeting after incorporation to elect directors (if not named in the articles) appoint officers, adopt bylaws, and carry on other business (Neb. Rev. Stat. §21-1924; Iowa Code §504.205) NE, IA
Required officers—president, secretary and treasurer, or as indicated in bylaws (Neb. Rev. Stat. §21-1990; Iowa Code §504.841) NE, IA
Minimum of three board members (Neb. Rev. Stat. §21-1970) NE
Notify NE Secretary of State if registered agent or registered office has been changed or discontinued within 120 days (Neb. Rev. Stat. §21-19,137) NE
Minimum of one board member (Iowa Code §504.803) IA
Notify IA Secretary of State if registered agent or registered office has been changed or discontinued within 60 days (Iowa Code §504.1421) IA
Articles of incorporation must include provisions not inconsistent with law for how assets will be distributed in case of corporate dissolution (Neb. Rev. Stat. §21-1921, §21-1922; Iowa Code §504.202) NE, IA (required for IA corporations incorporated after January 1, 2005; recommended for all others)
Board code of ethics/conduct
Board member reimbursement/compensation policy
Board resolutions/minutes book
Bylaws include board liability & indemnification language
Liability insurances (Director & Officer, general, volunteer, etc.)
Voting procedures
Annual report
Board attendance policy
Board calendar (meetings & organizational events)
Board giving policy (100% of board members should give)
Board member handbook—policies & procedures including, but not limited to:
Board member recruitment, selection, orientation, training plans
Board self-assessment plan & forms
Board terms, rotation & removal (bylaws)
Chief executive hiring & assessment/evaluation plan
Committee charter(s)
Committee descriptions (purpose, structure, goals, activities, person responsible)
Committee policy handbooks
Compensation documentation (executive & other staff) Note: See IRS information on “rebuttable presumption” for more details on what to have.
Disaster recovery plan
Executive evaluation plan
Leadership succession & transition plan (including board & staff leadership)
Organizational chart
Process for determining chief executive compensation
Risk evaluation & management systems

Best Practices

Board Composition & Roles

  • Review the organization’s process for recruiting and screening potential board members. Develop a script of topics to cover during an initial meeting, including the ethics and values of the organization. Provide information on the organization’s values and ethics in a written format (i.e. board manual).
  • Strive for diversity on your board to bring in fresh/alternative perspectives and approaches to achieving your mission.
  • Establish term limits for board members. Staggered terms should maintain at least a 50% incumbency rate to maintain continuity and organizational identity.
  • Frame board orientations around the mission. Lay out specific expectations of how board members will help achieve the mission; encourage the board chair to frame all board discussions around the mission; consider a board retreat with a specific mission focus; and provide each board member with a position description developed within the context of mission achievement.
  • Board members should not manage day-to-day work of the organization. Instead, they delegate that function to others and exercise credible, reasonable, and prudent oversight without personal bias in respect to the officers, agents, and employees to whom tasks are delegated.

Board Policies & Procedures

  • All board members should sign a Conflict of Interest statement, which should be updated on an annual basis to reflect any new affiliations and potential points of conflict. Once signed, the organization’s leadership needs to adhere to the Conflict of Interest Policy and understand the appropriate procedure to disclose a conflict.
  • To avoid potential conflict and confusion, your organization should consider a variety of operating policies beyond the bylaws. In addition to personnel policies, consider formal policies for technology use, confidentiality, conflict of interest, and customer grievance procedures.
  • Establish a transition plan to prepare for an immediate change in executive director: develop a process to select an interim executive and establish a strategy and timeline for posting the position, recruiting, screening, selecting, and orienting the new executive.
  • Must establish within 60 days and continuously maintain a registered office and registered agent (NE, IA), and notify the Secretary of State if registered office or agent has changed (within 120 days NE, within 60 days IA).

Board Roles and Responsibilities Defined

BoardSource Board Roles and Responsibilities

Duty of Care

The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the level of "care that an ordinarily prudent person would exercise in a like position and under similar circumstances." This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.

Duty of Loyalty

The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.

Duty of Obedience

The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.