Overview of Roles and Responsibilities of Corporate Board of Directors

© Copyright Carter McNamara, MBA, PhD, Authenticity Consulting, LLC. Also see Carter's Board Blog (for for-profits and nonprofits).

There are a variety of views about the roles and responsibilities of a board of directors and most of these views share common themes. This document attempts to portray those themes by depicting various views. Simply put, a board of directors is a group of people legally charged with the responsibility to govern a corporation. In a for-profit corporation, the board of directors is responsible to the stockholders -- a more progressive perspective is that the board is responsible to the stakeholders, that is, to everyone who is interested and/or can be effected by the corporation. In a nonprofit corporation, the board reports to stakeholders, particularly the local communities which the nonprofit serves.

(Be sure to also review information in the sections Sample Job Descriptions
and Board and Staff Roles.)

Major Duties of Board of Directors
Seven Areas of Responsibility

Additional Perspectives on Board Roles and Responsibilities

Also see
Related Library Topics

Also See The Library's Blogs Related To Board Roles and Responsibilities

In addition to the articles on this current page, see the following blogs which have posts related to Board Roles and Responsibilities. Scan down the blog's page to see various posts. Also see the section "Recent Blog Posts" in the sidebar of the blog or click on "next" near the bottom of a post in the blog.

Library's Boards of Directors Blog
Library's Nonprofit Capacity Building Blog


Major Duties of Board of Directors

Brenda Hanlon, in In Boards We Trust, suggests the following duties (as slightly modified by Carter McNamara to be "nonprofit/for-profit neutral").

1. Provide continuity for the organization by setting up a corporation or legal existence, and to represent the organization's point of view through interpretation of its products and services, and advocacy for them

2. Select and appoint a chief executive to whom responsibility for the administration of the organization is delegated, including:

- to review and evaluate his/her performance regularly on the basis of a specific job description, including executive relations with the board, leadership in the organization, in product/service/program planning and implementation, and in management of the organization and its personnel

- to offer administrative guidance and determine whether to retain or dismiss the executive

3. Govern the organization by broad policies and objectives, formulated and agreed upon by the chief executive and employees, including to assign priorities and ensure the organization's capacity to carry out products/services/programs by continually reviewing its work

4. Acquire sufficient resources for the organization's operations and to finance the products/services/programs adequately

5. Account to the stockholders (in the case of a for-profit) or public (in the case of a nonprofit) for the products and services of the organization and expenditures of its funds, including:

- to provide for fiscal accountability, approve the budget, and formulate policies related to contracts from public or private resources

- to accept responsibility for all conditions and policies attached to new, innovative, or experimental products/services/programs.


Major Responsibilities of Board of Directors

BoardSource, in their booklet "Ten Basic Responsibilities of Nonprofit Boards", itemize the following 10 responsibilities for nonprofit boards. (However, these responsibilities are also relevant to for-profit boards.)

1. Determine the Organization's Mission and Purpose

2. Select the Executive

3. Support the Executive and Review His or Her Performance

4. Ensure Effective Organizational Planning

5. Ensure Adequate Resources

6. Manage Resources Effectively

7. Determine and Monitor the Organization's Products, Services and Programs

8. Enhance the Organization's Public Image

9. Serve as a Court of Appeal

10. Assess Its Own Performance

For more information about each of these responsibilities in nonprofits, see
Effective Boards

Additional Perspectives on Board Roles and Responsibilities

Roles and Responsibilities of Nonprofit Boards
The Changing Role of Boards and Management as Companies Grow
What is Wrong With the Market for Corporate Governance Experts?


Submit a link


For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may want to review some related topics, available from the link below. Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.

Related Library Topics

Recommended Books

For-Profit ("Corporate") Boards of Directors

Nonprofit Boards of Directors



For-Profit ("Corporate") Boards of Directors

Leadership and Supervision in Business - Book Cover Field Guide to Leadership and Supervision in Business
by Carter McNamara, published by Authenticity Consulting, LLC. Provides step-by-step, highly practical guidelines to recruit, utilize and evaluate the best employees for your business. Includes guidelines to effectively lead yourself (as Board member or employee), other individuals, groups and organizations. Includes guidelines to avoid burnout -- a very common problem among employees of small businesses. Many materials in this Library are adapted from this book.

NOTE: This is one of the few books that's all about leadership AND how to effectively work with a corporate (for-profit) Board.

The following books are recommended because of their highly practical nature and often because they include a wide range of information about this Library topic. To get more information about each book, just click on the image of the book. Also, a "bubble" of information might be displayed. You can click on the title of the book in that bubble to get more information, too.



Nonprofit Boards of Directors

Developing, Operating and Restoring Your Nonprofit Board - Book Cover Field Guide to Developing, Operating and Restoring Your Nonprofit Board
by Carter McNamara, published by Authenticity Consulting, LLC. Provides step-by-step, highly practical guidelines to organize, operate and sustain high-quality nonprofit Boards -- and to fix a broken Board! Includes variety of Board models you can choose from, roles and responsibilities, how to get the best members, how to train and organize them, goals for standard committees, ensuring high-quality meetings, evaluating Boards, how to evaluate and/or replace the Executive Director, and much more! Includes many sample Board policies you can download! Written by the developer of the Free Management Library. Many materials in this Library's topic about Boards are adapted from this book. 30-day, money-back, guarantee!
Leadership and Supervision With Nonprofit Staff - Book Cover Field Guide to Leadership and Supervision With Nonprofit Staff
by Carter McNamara, published by Authenticity Consulting, LLC. Provides step-by-step, highly practical guidelines to recruit, utilize and evaluate the best staff members for your nonprofit. Includes guidelines to effectively lead yourself (as Board member or staff member), other individuals, groups and organizations. Includes guidelines to avoid burnout -- a very common problem among nonprofit staff. Written by the developer of the Free Management Library. Many materials in this Library are adapted from this book.

This is one of the few books that's all about leadership AND how to effectively work with a nonprofit Board.
Consulting and Organization Development With Nonprofits - Book Cover Field Guide to Consulting and Organizational Development With Nonprofits
by Carter McNamara, published by Authenticity Consulting, LLC. Provides complete, step-by-step guidelines to identify complex issues in nonprofit organizations and successfully resolve each of them. This book is also helpful to organizations that are doing fine now, but want to evolve to the next level of performance. This is one of the truly comprehensive, yet practical, books about this complex subject! Includes online forms that can be downloaded. Written by the developer of the Free Management Library. Many materials in this Library's topic about guiding change are adapted from this comprehensive book. 30-day, money-back, guarantee!
Nonprofit Strategic Planning and Facilitation - Book Cover Field Guide to Nonprofit Strategic Planning and Facilitation
by Carter McNamara, published by Authenticity Consulting, LLC. Step-by-step guidelines to customize and facilitate planners to implement the best strategic planning process to suit the particular nature and needs of their nonprofit. This is one of the few books, if any, that explains how to actually facilitate planning. Includes many online forms that can be downloaded and used by planners. Written by the developer of the Free Management Library. Many materials in this Library's topic about strategic planning are adapted from this book. 30-day, money-back, guarantee!

For Nonprofits, Also See

Strategic Planning -- Recommended Books

Social Entrepreneurship (Nonprofit) -- Recommended Books

Capacity Building (Nonprofit) -- Recommended Books

Fundraising -- Recommended Books

Program Management -- Recommended Books

Leading -- Recommended Books

Training and Development -- Recommended Books

Volunteers -- Recommended Books






Find a Topic