Definitive descriptions of board member duties protect nonprofit organizations from individual liability. In addition, the board members have a clear understanding of the organizations’ expectations. For board chairperson and treasurer, please see my previous posts. The final two primary board positions are vice chairperson and secretary, which I’ll overview here.
The vice chairperson’s duties are largely to fill the position of the board chair when the chairperson is not available. This includes running a meeting to stepping up to the position if the board chair leaves the organization for any reason. However, there are many activities where a vice chair can contribute. As an organization, decide how you want the participation of the vice chair and like all job descriptions, put the expectations in writing. Here are a few of the ways vice chairs contribute to the organizations they serve:
– Fundraising leadership
– Governance watchdog
– Board training initiator
– Strategic planning leader
– New board member recruiter (coordinated with the board chair)
– Special assignment availability
The secretary plays a large role in an organization’s fiduciary compliance by accurately documenting all board decisions. His or her records are evidence of governance for the organization. For that reason, it is important that the secretary be in attendance at all board meetings. Here are additional responsibilities:
– Provide notice for meetings
– Prepare agendas and minutes*
– Be familiar with the organization by-laws to offer guidance regarding protocol
– Maintain records for the organization, including membership
– Review and update records as needed
– Meet filing deadlines and other legal requirements
– Foster communication between the board and the organization
*The minutes are especially important because they serve as legal documents for the organization. They must be accurate and reflect the specific votes of board members, including the determination of eligibility to vote on motions. The minutes are a demonstration of accountability for directors and officers of the organization.
The role of board members is a key point of observation in an audit. Having a well-run and functioning board of directors decreases the potential for negative audit findings.