Board of Directors

The board is not a nicety or an auxiliary thing — it is the both the soul and the backbone of your nonprofit, and absolutely critical to its success. It is more central to the operation of a nonprofit than boards are for most for-profit companies.

The functions of the board: A board is an ensemble, and boards vary quite a bit in their function. In most nonprofits, board members are critical fundraisers. They typically are expected to “give or get” — to directly donate or get others to donate to the cause. Other boards may have more policy orientation, guiding the direction of an organization.

Check state requirements: State law may set a minimum number of board members, often three people, and we recommend that number not include the executive director. Some states do not even allow the executive director to be an ex-officio board member. Regardless of the requirements, it is useful to have more than three board members because you need the expertise, guidance, financial support and connections of a larger group. In a nonprofit, the founder is not the owner because the organization is responsible to the public, and the board serves as the trustees for the public. The founder, executive director or CEO is the leader but the board ultimately holds the legal and financial responsibility for the nonprofit. The buck stops with the board if the nonprofit fails to meet its social purpose or misuses its funding.

Mapping what you need on your board: Journalism boards have traditionally included strong journalists, leaders of whatever community the publication is serving, individual philanthropists and representatives of partner organizations. News organization boards typically have conflict-of-interest policy statements that include the understanding that board members do not and cannot have any input on editorial decisions. Some boards also have guidelines on whether board members can be politically active as individuals; they should not be active in partisan politics in any way connected to their nonprofit roles.

Give and get: Most board members either are giving financially or getting money for the organization by enlisting other financial supporters. Board members are your strategic partners in helping guide you to meet and execute your mission, helping you think about your field and where your mission fits into it. They make introductions to help you scale up and form partnerships. They drive the overall arc of the organization but should not be involved operationally especially as time goes on. Early in an operation, board members may be volunteers who provide services, but as the organization grows they become less hands-on.


More general information on setting up your nonprofit board of directors is available from the Foundation Group, which provides tax and compliance services to nonprofits: Setting up your nonprofit board of directors: Foundation Group.

Fiduciary Responsibilities of a Nonprofit Board (Chazin & Company, 2021)