Nonprofit Boards: Directors vs Trustees

Sections of this topic

    When I began my career in development, over 30 years ago, the certificate program that provided my initial training emphasized that Board Members of NPOs are Trustees, not Directors.

    The rationale was that, unlike a for-profit corporation where Directors could be compensated and often were involved with directing aspects of corporate operation, Board Members of NPOs represented the community, held the NPO (as a community asset) in trust for the community, were not supposed to be compensated, and (with the exceptions of very new and/or very small NPOs) were not supposed to be involved in the day to day operation of the corporation.

    In my experience, the vast majority of EDs who complain about Board micromanagement have Boards of Directors, not Boards of Trustees. In that context, if you can get Board Members to understand their roles, they’re more likely to function as Trustees, not Directors.

    I have also found that when I meet a Board of Trustees for the first time, they are more likely to understand their roles, responsibilities, liabilities and limitations than have been the NPO Boards of Directors I’ve met for the first time.

    And, in relation to the question of Board “Giving-And-Getting,” my experience has been that Trustees are much more likely to understand and participate in the process than would be Directors.

    I expect that there might be a bit of “halo effect” impacting my perceptions, but I believe I’m objective enough to notice a difference that’s really there.

    In addition to the difference between the duties and responsibilities of directors and trustees as perceived by experienced development professionals, there are also legal definitions of the terms.

    So, I’m looking for a word, without legal entanglements, that we can adopt/use to refer to the “ideal” non-profit board member.

    I like “trustee” because of the relationship to an NPO being a public trust and, of course, because it’s a thirty+ year habit. But, because of the legal definitions in a number of States, I’d be willing to go with another term if we (the professionals in the sector) can agree, adopt a word/term, and agree to spread the word.

    I submit this question to you, and hope that this posting will engender a substantive discussion. Look forward to your comments.


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