Officers and Board Members

Officers

• President

• Treasurer

• Secretary

• (Vice-President)

Officers are not always board members. When your organization is getting started, you may have the same people with multiple roles.

In a really large organization, the officers and the board would all be different people. This takes time to grow.

In many nonprofits, an Executive Director leads the company day to day but is not an officer and is not a board member. He’s an employee of the company. The board hires the Executive Director. It’s an unfortunate title. In the for-profit world, he would be a CEO.

If an organization hires an Executive Director, the President may not have much to do, except be the ceremonial head of the organization. The President could run the organization day to day. It’s a question of titles and what the board decides. I’ve seen organizations where the founder is a board member, the President and the spokesperson for the organization, and there’s an Executive Director who actually runs the day to day operations.

The Secretary keeps the minutes of the board meetings and distributes the minutes to the board for their review. The Secretary also keeps the corporate seal and any other corporate records.

The Treasurer is the chief financial officer of the organization even if there is an outside CPA firm that does the books. What I found at one nonprofit is that the Treasurer needs to pay attention to the books because many times, the accounting company does not always make judgements, they keep the books – they may be bookkeepers and not accountants. As an extreme example, consider what happens when the Executive Director uses his corporate card to buy a Porsche. The bookkeeper gets the transaction and records it: “One Porsche. Vehicles and Transport. $130,000.” The Treasurer is the one who asks, “Why is the Executive Director buying a Porsche?” The Treasurer will usually sign the annual Form 990 and submit it to the IRS after board approval.

So, your officers will interact with the board and the staff but they are not board members just because of their position. Again, in a small organization, the same people may be directors and officers.

The usual chain of command is employee (or volunteer) reporting to the Executive Director who reports to the board. A volunteer or employee who has a problem with another volunteer or employee should go to their manager (in a large organization) or the Executive Director. This includes policy violations. The exception to this is if the issue is with the Executive Director. In that case, the board should have a Grievance Committee which can receive complaints about the Executive Director. The committee will have to gather evidence from each side and determine what to do. They would also receive claims of retaliation.