Starting or growing a nonprofit requires more than passion and purpose. It requires strong governance. Your nonprofit’s board of directors is the legal and strategic foundation of your organization. A strong board ensures compliance, provides financial oversight, supports fundraising, and helps your nonprofit achieve its mission long term.
Whether you are forming a nonprofit or strengthening an existing organization, understanding board governance is critical.
This guide explains everything you need to know about nonprofit boards, including legal requirements, fiduciary duties, board roles, recruitment, structure, and best practices.c
In This Guide:
- What Is a Nonprofit Board of Directors
- Why the Founding Board Is Critical
- How Many Board Members You Need
- How to Select Founding Board Members
- Legal Duties of Nonprofit Board Members
- Board Roles and Responsibilities
- Board Structure and Committees
- Board Orientation Best Practices
- How to Keep Your Board Engaged
- Common Board Mistakes to Avoid
- Frequently Asked Questions
What Is a Nonprofit Board of Directors?
A nonprofit board of directors is the governing body legally responsible for overseeing the organization. Because nonprofits are corporations under state law, they must have a board to provide governance, accountability, and fiduciary oversight.
The board does not run daily operations. Instead, the board focuses on:
- Strategic direction
- Financial oversight
- Legal compliance
- Executive oversight
- Organizational sustainability
Staff and executive leadership handle day-to-day operations, while the board provides oversight and guidance.
How Many Board Members Should a Nonprofit Have?
Most states require a minimum of three board members. However, the ideal size depends on your nonprofit’s needs.
Typical board sizes:
- Startup nonprofits: 3 to 7 members
- Growing nonprofits: 5 to 11 members
- Larger nonprofits: 7 to 15 members
The goal is to balance diverse expertise with efficient decision-making.
How to Select Founding Board Members
Board selection should be strategic. The right board members provide expertise, leadership, and connections that support your nonprofit’s growth.
Look for board members with expertise in:
- Finance or accounting
- Legal or governance
- Fundraising
- Marketing or communications
- Community leadership
- Program expertise relevant to your mission
Board members should be committed to the mission and willing to actively participate in governance and fundraising.
Avoid selecting board members solely based on prestige or title.
Legal Duties of Nonprofit Board Members (Fiduciary Duties)
Nonprofit board members are fiduciaries. This means they have legal obligations to act in the best interest of the organization.
There are three primary fiduciary duties:
Duty of Care
Board members must make informed decisions and exercise reasonable oversight.
Duty of Loyalty
Board members must avoid conflicts of interest and act in the nonprofit’s best interest.
Duty of Obedience
Board members must ensure the nonprofit follows laws and remains aligned with its mission.
Failure to fulfill fiduciary duties can expose both the nonprofit and board members to legal risk.
Core Roles and Responsibilities of the Board
The board provides governance, oversight, and strategic leadership.
Primary board responsibilities include:
- Hiring and overseeing the Executive Director
- Approving budgets and monitoring finances
- Ensuring legal and regulatory compliance
- Supporting fundraising and development
- Establishing strategic direction
- Maintaining governance policies
- Recruiting and onboarding new board members
The board governs. Staff manage daily operations.
Board Structure and Committees
Proper board structure improves efficiency and governance.
Most nonprofits establish key officer roles:
- Chair
- Secretary
- Treasurer
Common board committees include:
- Finance Committee
- Governance Committee
- Fundraising Committee
- Executive Committee
Using staggered terms ensures continuity and stability.
Board Orientation Best Practices
Board orientation ensures new members understand their roles and responsibilities.
Orientation should include:
- Mission and strategic plan
- Bylaws and governing documents
- Financial reports
- Conflict of interest policies
- Board expectations and responsibilities
- Committee structure
- Meeting calendar
Effective orientation improves engagement and governance.
How to Keep Your Board Engaged
An engaged board strengthens leadership and organizational performance.
Engaged board members:
- Attend meetings regularly
- Participate in committees
- Prepare for meetings
- Support fundraising efforts
- Advocate for the organization
Strategies to improve engagement include:
- Clear expectations
- Strong orientation
- Meaningful committee assignments
- Regular board evaluations
- Strategic meeting agendas
Common Nonprofit Board Mistakes to Avoid
Avoid these common governance mistakes:
- Recruiting unqualified or disengaged board members
- Lack of financial oversight
- Failure to provide orientation
- Ignoring fiduciary duties
- Poor governance structure
- Micromanagement of staff
Strong governance reduces legal risk and improves nonprofit performance.
Frequently Asked Questions
What is the minimum number of board members required for a nonprofit?
Most states require at least three board members, though requirements vary.
Do nonprofit board members need to donate money?
Many nonprofits expect board members to support fundraising through personal giving or connections.
What is the primary role of a nonprofit board?
The board provides governance, oversight, strategic direction, and financial accountability.
Work With McCormick Law & Consulting
McCormick Law & Consulting helps nonprofit founders and organizations establish strong governance foundations.
Our services include:
- Nonprofit formation
- 501(c)(3) tax-exempt applications
- Bylaw drafting
- Governance policies
- Board advisory and restructuring
We help ensure your nonprofit is legally compliant and positioned for long-term success.