- Govern the organization with broad policies, strategies and objectives
- Determine, lead and guide the nonprofit to fulfill its mission and purpose
- Acquire and ensure resources are available (financial, personnel)
- Select, appoint, support and review the executive’s performance
- Ensure effective organizational planning
- Determine and monitor the organization’s programs and services
- Comply with the stated objects, mission and purpose (as stated in bylaws)
- Enhance the organization’s public image
- Serve as a court of appeal
- Account to the public for the services of the non-profit
- Assess its own performance
- Management of the nonprofit to ensure:
- The nonprofit’s purpose is properly carried out
- Financial stability and overall performance
- Supervision of management and staff
Statutory Responsibility
- Obey all laws relating to individuals and employers
- Be familiar with labour standards, human rights and occupational health and safety legislation
- Be aware of laws also regulating fundraising
- Comply with regulations for the maintenance of nonprofit incorporations and charitable status
Authority & Obligations
Directors are the “guiding minds” of an organization, in other words, they are the navigators. They hold the authority and responsibility for the direction, activities and operations. Directors are obligated to use the power vested in them on behalf of the nonprofit and exercise power with competence and diligence.
Fiduciary Duties
Obligation to act in the best interests of the nonprofit. Directors must be able to demonstrate that they “manage the affairs” of the organization.
- Duty to act honestly
- Duty of loyalty
- Duty of diligence/to act in good faith
- Duty to exercise power
- Duty of obedience
- Duty to avoid conflict of interest
- Duty of prudence
- Duty to continue
- Duty of Loyalty
- Allegiance to the nonprofit’s mission and to further its cause
- Use their power in the best interests of the nonprofit
- Always disclose the entire truth in any dealings
- Avoid all conflicts of interest
- Subordinate personal interests, cannot profit from their position
- Exhibit high standards of honesty and good judgment
- Duty of Diligence
- Obligation to be informed about the nonprofit’s purpose and all aspects of its operations
- Requires active, concerted effort to be engaged and ready to make informed decisions
Key Success Factors:
- Strong board and staff leadership
- Relationships between board and CEO that show mutual respect and flexibility
- Clear understanding and expectation of roles
- Stakeholder agreement on values, mission, goals
- Board development practices: orientation, training, recruitment, meeting management
- Regular performance appraisals of board, directors and CEO
- Consensus decision making, constructive conflict resolution
