Brazilian Music Foundation
Non-Profit Rules and Regulations Guidelines
Board of trustees
Board of directors of a non-profit organization (NPO) such as a charity, trust, or university. Members of the board are appointed (not elected) to set the policies of the organization, and appoint (and fire) senior management personnel. Under the doctrine of collective responsibility, the entire board is liable for the financial and other consequences of the organization’s activities.
Board of Directors Positions
The board chair is the leader of the board of directors, sets policy and is the person to whom the CEO is accountable, according to The Bridgespan Group. In non-profit organizations, the board chair usually takes a lead role in fund-raising activities, evaluates the effectiveness of the CEO and individual board members, evaluates the effectiveness of the organization and guides the board in matters of organizational priorities and governance. The chair develops agendas for board meetings — usually in collaboration with the CEO, chairs the meetings and may also attend committee meetings. The vice-chair assists in these activities, takes the place of the chair if she must be absent from a meeting or function and may have other responsibilities as well.
A board secretary maintains all records related to the board and board meetings. In some cases, the secretary actually takes and transcribes minutes, while in others, the secretary supervises the activities of members of the organization’s clerical staff. The board secretary may also be responsible for managing organization records. The secretary ensures board members have copies of each meeting’s minutes and provides members with materials for review prior to a meeting. Board secretaries must also be familiar with legal documents such as the board bylaws and other material that may be relevant to board meetings.
The board treasurer is the board’s financial expert. She manages the fiscal matters and finances of the organization. A board treasurer may have the responsibility for developing and monitoring the annual budget or may supervise the activities of staff who perform these tasks. The treasurer typically presents the budget to the board for its approval and ensures the financial policies and procedures are developed, updated and approved by the board. If this position is combined with that of the secretary, the treasurer will also perform the board secretary’s functions.
Board members are typically chosen for skills and experience the board feels are necessary. Non-profit boards, for example, may actively seek out board members with fund-raising experience. People with legal, financial or community expertise may also be invited to serve on a board. Board members make up the board committees, participate in the board’s annual planning and evaluation process and participate in discussions and decisions related to the organization’s governance. One of the key responsibilities of a board member is to develop collegial working relationships with other board members to help build consensus in the decision-making process.