Resources for the Basics of Nonprofit Boards
1. Ten Basic Responsibilities of Nonprofit Boards
2. Job Description for a Nonprofit Board
3. Suggested Contents for a Board of Directors Handbook
4. Policies: Operations where Board Policies may be needed
5. Explanations: Myths and Misconceptions About Nonprofit Organizations
6. Board Responsibility Matrix - All-Volunteer Organizations
7. Other Resources
 Legal Resources
 Board and Governance Resources
 General Nonprofit Resources
Assembled by: Sandy Gill
Northwest Nonprofit Resources: a resource for nonprofit organizations & their leaders.
509-325-4303; www.nnr.org; sgill@nnr.org
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Ten Basic Responsibilities of Nonprofit Boards
1. DETERMINE THE ORGANIZATION'S MISSION AND PURPOSE
2. SELECT THE EXECUTIVE
3. PROVIDE PROPER FINANCIAL OVERSIGHT
4. ENSURE ADEQUATE RESOURCES
5. ENSURE LEGAL AND ETHICAL INTEGRITY AND MAINTAIN ACCOUNTABILITY.
6. ENSURE EFFECTIVE ORGANIZATIONAL PLANNING
7. BUILD A COMPETENT BOARD
8. ENHANCE THE ORGANIZATION'S PUBLIC STANDING
9. DETERMINE, MONITOR AND STRENGTHEN THE ORGANIZATION'S PROGRAMS
AND SERVICES
10. SUPPORT THE EXECUTIVE AND ASSESS HIS OR HER PERFORMANCE
From Ten Basic Responsibilities of Nonprofit Boards. Washington, DC: BoardSource, by Richard T. Ingram, Revised 1996,
2003, 2009.
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Job Description for a Nonprofit Board
Mission of the Organization
_______’s mission is ______________________________________________
Qualities of a Board Member
Such as
 Loyalty to the organization’s mission
 Being a team player
 Having a sense of humor
 Time to Serve on the Board
 Support for / belief in the mission
 Willingly listen & learn
 Contribute your ideas, and where possible other support (inkind, financial)
Common Responsibilities (standard for all nonprofit boards)
 Attend board meetings
 Approve and review periodically the organization’s mission to make sure its current
 Monitor the organizations programs, activities and decisions to be sure they are consistent
with the organization’s mission
 Provide program oversight and support (Stay informed)
 Ensure adequate resources
 Manage resources effectively
 Exercise reasonable care when making decisions for the organization
 Select, orient and involve board members
 Assure board effectiveness -- communicate, review, learn, revise as needed
 Select, support and review the performance of the executive
 Enhance the organization’s public standing
 As appropriate, contribute personally & annually; assist in the identification, cultivation &
solicitation of prospective supporters.
Unique Responsibilities to All-Volunteer Boards
Handle the money and file the forms.
Keep the organization legal & safe.
Make big decisions for the future.
Make sure the organization is accountable to its constituencies; protect the organization’s
reputation.
Get help when you need it
Plan for arrival and departure of individual members.
Unique functions/expectations for this board
____________________________________________________________________
Developed by Northwest Nonprofit Resources: PO Box 9066; Spokane, WA 99209
509-325-4303; sgill@nnr.org; www.nnr.org
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Sample Contents for a Board of Directors Handbook
A. The board
1. list of Board members
2. Board member & committee job descriptions & expectations
B. Historical information about the organization
C. Bylaws
D. Strategic framework
1. Mission and vision statement
2. Any planning documents
E. Minutes from some recent board meetings
F. Finance
1.
3.
4.
5.
Annual reports
Current annual budget
Recent Form 990, 990-EZ
Financial statements & policies
G. Policies pertaining to the board
H. Staff
1. Staff listing
2. Organization/team chart
I. Resource development
J. Organizational Information
1. Programs list and descriptions
2. Current marketing materials & Web site
K. Procedures to update board handbook
Source: The Board Development Planner, 2001, Board Source (formerly known as the Natl Ctr for
Nonprofit Boards).
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Policies: Operations where Board Policies may be needed
A policy is a written guide to action.
Common Policies that are included in the ByLaws
How many board members, terms of office (if any)
What officers and their general responsibilities, how they’re elected
Voting policies & processes i.e. Roberts Rules, Member Voting, etc.
Common Policies that are outside the ByLaws
Financial Policies
 Check Signing
 Capital Expenditures
Ethics Policies
 General Ethics

Risk Management

Conflict of Interest Policies
Board Specific Policies
 Board’s relationship with staff
 Involvement of board in fund raising


Indemnification
Expense Reimbursement
Personnel Policies
 Grievances
 Anti-Discrimination

Sexual Harassment
Public Relations Policies
Standard Operating Procedures (especially in all volunteer organizations or where there are few staff)
Guidelines for Making and Reviewing Policies
Policy & Practice focus: What’s good for the organization/association. Separate from the
personal.
Once a decision is made, make sure it’s in writing to guide future action.
As the organization changes, review policies and update them for relevance.
Create proactive policies where possible.
When a policy is created to address a situation, describe the situation and create several policy
options. Then recommend an option for consideration.
Source: The Policy Sampler, A Resource for Nonprofit Boards, by Kathleen Fletcher,
BoardSource, 2000
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Explanations: Myths and Misconceptions About Nonprofit Organizations
#2. Nonprofit Organizations cannot earn a Profit
Profit means more income than expenses. No organization can operate in the red for very
long. The difference between nonprofit and for-profit organizations is what is done with
the profit. Nonprofit organizations use profits to advance their mission (through their
programs). For-profit organizations distribute their profits to their owners; in a
corporation, dividends are paid to stockholders.
#4. Every Nonprofit Organizations Qualifies as a Tax-‘Exempt Organization
Not true. Not all nonprofit organizations are eligible for tax-exemption. The concept of
nonprofit is broader than tax-exempt. For example some organizations such as mutual,
self-help entities do not qualify for tax-exempt status ( as a matter of federal law).
#5. Being Tax-Exempt Means that the organization does not pay any Taxes.
Even if an organization has complete exemption from federal taxes (income, excise, etc.),
they still may be responsible for state and/or local taxes such as: sales, use and property
taxes. Nonprofits are also liable for penalties as payment to government, though not
actually taxes.
#14. Nonprofit Organizations Have Fewer Reporting Obligations Than For-Profit
Organizations
The annual information return that most tax-exempt organizations have to file with the
IRS is far more extensive than the tax returns most commercial businesses must file.
Several state annual reports (for example if you’re doing business in more than one state)
and the state annual charitable solicitation act reports for those who solicit charitable
contributions.
Source: A Legal Guide to Starting and Managing a Nonprofit Organization, by Bruce
R Hopkins.
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Board Responsibility Matrix
All-Volunteer Organizations
The board as the governors or
trustees of the organization
The board as managers and leaders
of the organization.
Responsibilities
In its governance role, the board
fulfills its responsibilities by action
as a collective body.
In its managements and leadership
roles, board members fulfill these
responsibilities through their
actions as individuals.
Objectives
To ensure that the organization
fulfills its legal and financial
responsibilities and fulfills its
responsibilities to the community.
To ensure that the organization’s
work is accomplished and to
represent the organization to the
community.
1) Handle the money and file the
forms. Safeguard assets from
misuse, waste, and embezzlement.
7) Get the work done.
2) Keep it legal and safe. Ensure
compliance with federal, state and
local regulations, and fulfillment
of contractual obligations.
3) Make big decisions for the
future.
4) Make sure the organization is
accountable to its constituencies,
and protect the organization’s
reputation.
8) Support other volunteers so they
can successfully contribute to the
organization’s work.
9) Be ambassadors to the
community. Lend names and
personal credibility and reputation
to the organization.
10) Pass along the covenant.
Provide leadership in spirit.
5) Get help when you need it.
6) Plan for arrival and departure of individual members.
Source: All Hands on Board, The Board of Directors in an All-Volunteer Organization, by Jan Masaoka,
BoardSource, 1999
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Other Resources
Legal Resources
Washington State OSOS Training
March 25, 2010, 6-8pm
"What's New about State Reporting and Registration Requirements"
Spokane County Commissioners Hearing Room;
No cost; Registration required. Go to NPchoSeminars@sos.wa.gov
The Charities Program and Corporations Division of the Washington Secretary of State
and the Department of Revenue (DOR) offer this training for nonprofits that includes:
* Online filing option for nonprofit organizations
* New Charities filing requirements
* New requirements at DOR
For directions & other information go to http://www.sos.wa.gov/charities/
Soliciting for Charitable Contributions in Washington – An Overview
By Putnam Barber; http://www.tess.org/docs/WA_Solicitations_Overview.pdf
This overview covers the basics of Washington law related to charitable solicitations. It is
created to help nonprofit leaders to become familiar with what's required by nonprofits (&
others) who solicit funds from the public in Washington.
The 2009 Washington Nonprofit Handbook
This informative manual is published by Washington Attorneys Assisting Community
Organizations (WAACO) and the King County Bar Association Young Lawyers Division. It
provides guidance on many legal issues facing nonprofit organizations in Washington State.
Available at this link:
http://www.waaco.org/Washington%20Nonprofit%20Handbook_2009.pdf
Nonprofit Legal Self-Assessment Checklist
A guide for helping nonprofits to understand common legal obligations and to highlight areas
where:
* Greater inquiry should be made for the health of your organization
* To address any shortfall now, to avoid a crisis later
This checklist will assist you on the road to good legal health and is available at this link.
http://www.waaco.org/for-nonprofits/WAACO%20Nonprofit%20Checklist.pdf
Legal Assistance: WAACO
If your organization is unable to afford an attorney but needs legal assistance, please contact
WAACO at contact@waaco.org or 1.866.288.9695, to see if your organization is eligible for pro
bono legal services.
IRS ABC Site
The IRS has placed a number of related resources for nonprofits in one location. "The ABC's for
Exempt Organizations" offers information to help navigate tax issues including lifecycles,
compliance guides, employment taxes and retirement plans.
http://www.irs.gov/charities/article/0,,id=187787,00.html
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Board and Governance Resources
“Free Complete Toolkit for Boards”
A range of tips, articles and samples on topics related to nonprofit boards. Available as part of
Carter McNamara’s Free Management Library
http://www.managementhelp.org/boards/boards.htm
Board Source
An organization that specializes in nonprofit boards – publications, online resources etc.
www.boardsource.org
“ Knowledge Center” has links to both free and ‘Members Only’ resources.
The Best of Board Café, Hands on solutions for nonprofit boards, by Jan Masaoka
Short, easy to read, practical articles, tips & tools on a wide range of topics. 2003
The Board Building Cycle, Nine Steps to Finding, Recruiting, and Engaging Nonprofit Board
Members, by Sandra R. Hughes, Berit M. Lakey, & Marla J. Bobowick, BoardSource, 2000.
A condensed publication with practical information.
All Hands on Board by Jan Masaoka
An online publication specifically for Boards of All-Volunteer Organizations. It appears on 2
different links. The assessment tool appears on pages 14-15.
http://www.boardsource.org/dl.asp?document_id=13
http://www.blueavocado.org/files/All-Hands-On-Board.pdf
“Boards of All-Volunteer Organizations” An online article on this subject.
http://www.blueavocado.org/content/boards-all-volunteer-organizations
“What's the Point of a Nonprofit Board, Anyway?”
http://www.blueavocado.org/content/whats-point-nonprofit-board-anyway
“Fine-Tuning the Instrument,” Chapter 9, Nonprofit Boards That Work, by Maureen K.
Robinson; 2001 A book with some practical advice on making boards work.
General Nonprofit Resources
Risk Management Center
Publications, training & tools that focus on managing risks
202-785-3891; http://www.nonprofitrisk.org
Idealist.org & The Nonprofit FAQ
An interactive site where people and organizations can exchange resources and ideas, locate
opportunities and supporters, etc. Quality, free information http://www.idealist.org/npofaq
Washington Nonprofits
An emerging organization designed to assist nonprofits throughout Washington State.
http://www.washingtonnonprofits.org/
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