Q&A #4: Who is in Charge of a Nonprofit Board of Directors?

Did you ever get so frustrated with a front-line worker at an establishment that you went full “Karen” and asked, “Who’s your boss?” Come on, admit it. You know you’ve done it, or at least been sorely tempted to. Well, today we’re going to dive into a version of that questions...” Who’s the boss?”

Today’s Topic: Who is in charge on a nonprofit board of directors?

GOT A QUESTION?! Let us know in the comments. Your question could be answered in the next installment of Q&A with Greg.

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0:00 Introduction
1:05 Question
1:59 Board Structure
2:25 Answer
3:38 Conclusion

[FoundationGroup]

GOT A QUESTION?! Let us know in the comments. Your question could be answered in the next installment of Q&A with Greg.

[waynecmontgomery]

Great Q&A Greg, and to spell it out in plain English, there is NO hierarchy within the board of directors. The whole entire board will be held liable in criminal and civil cases if cases should arise. There is NO board treasurer or secretary or any other management position when it comes to the board of directors. The only ceremonial positions are Chairman and Vice Chairman. I would suggest your listeners also read Roberts's Rules of Order and briefly read Sarbanes Oxley on board structure and requirements to be on a board. Also, in conclusion, the aforementioned position of Chairman only breaks a tie when it comes to voting, they normally do NOT vote unless there is a tie and companies should rotate the chair position every 90 days as a recommendation.

[ronkratofil]

Excellent information! Quick clarification Many organizations have multiple levels of officers and that is confusing. I believe the example you used would be considered officers of the corporation. They live outside the board and it's structure and typically are occupied by the highest level of staff. There can also be officers of the board who are voting directors on the board and play additional roles in helping the board (not the staff) complete their assigned responsibilities. For example a Treasurer could be an officer of the corporation (staff) who has day to day control of the finances. Separately the board could have a Finance Committee Chair who is the pivot point onissiues related to helping the board fulfill its financial oversight responsibility.

[jamesoldman]

Should your ED be at all meetings or just occasionally? The board requires written reports but what I am finding is the ED seems to take over the meeting and there is a couple of board members that get into chatting back and forth with the ED. Until joining this board I have never worked where a ED was involved. If we had a question it was always directed to the Chair or President and they either answered or turned the question over to the head of that committee.
I'm feeling that the ED controls the meetings and that is not what I considered the way it was. I previously thought the ED was hired to put in place what the board directed. Currently I'm feeling the board is doing what the ED wants not the other way around. I'm at the point of resigning as I'm feeling that as a Board we are not doing what we were elected to do. Our meetings continually run into a couple of hours and personally feel that we have accomplished nothing. The meetings are monopolised by the ED and two other Board members. Our President tries to reign in the babbling but as the rest of us she has a hard time butting in.

[druidindigo]

Can there be both a board President and a board chair?

[kay]

I have a private non profit that donate what is the 5% rule? and can I give money to families in need directly? and set up a scholarship for a kid with high grades and low finances?

[andrenguyen]

Questions: for profit companies, shareholders vote in or out board members. However, for nonprofit organizations, who vote in and out board members? In the case of OPEN AI, who has the power to hire or fire board members?

For nonprofit organizations, where do their profits go? Bonuses to management and employees, reinvest in their business and share among themselves?

Thanks in advance.

[Adrienneh]

Question: I read that miles drivenwhile volunteering for a nonproft may be reimbursed at a rate which changes every year, as well as other expenses they would write up in a reimbursement request. Does this priveledge have to be in the bylaws and recognized by the board or is it a federal rule that applies to all nonprofits whether the board votes on it or not? Great videos! Thanks!

[jarombischoff]

Sorry, higher position or hired position?