Board of Directors Job Description

Guidelines on General Expectations and Responsibilities

Summary:  As a member of the Board of Directors, you assume responsibility for determining agency policy. The job of the individual board member is to participate as part of the Board to accomplish the mission of the agency. Directors are duty bound to comply with the standards of conduct and assume the responsibilities articulated below:


  • Individual board members have those powers granted by the full Board through the by-laws, board policy or by resolution of the full Board. All power of the Board is a joint and collective power that exists only when the Board is acting together as one body.


  • To prepare for, and attend in their entirety, board and committee meetings and review and approve minutes of all official meetings;
  • To serve in leadership positions and committee assignments willingly when asked;
  • To serve on at least one committee of the Board;
  • To comply with applicable laws, regulations, by-laws, policies and the code of ethics;
  • Play a consultative role by sharing expertise with management when requested.

Duty of Loyalty:

  • Establish and protect the Mission of the Agency;
  • Avoid conflict of interest, whenever possible;
  • Maintain confidentiality and avoid the use of any agency information for personal gain;
  • Disclose to the Agency pertinent information necessary to the making of informed decisions by the Board.

Duty of Care:

  • Discharge duties in good faith and with the degree of diligence, care, and skill which ordinarily prudent men and women would exercise under similar circumstances in like positions.

Human Resources:

  • The Board is responsible for hiring, terminating, supervising and evaluating the Chief Executive Officer.

Policy and Planning:

  • To participate in the development, establishment and review of policies through which the work of the Agency is accomplished;
  • To suggest policy-related agenda items for meetings and ask timely and substantive questions, while supporting the majority decision of the Board;
  • To help ensure effective organizational planning by reviewing, critiquing and approving annual budgets and work plans, as well as long-range plans.


  • To ensure the Agency’s long term financial stability and integrity;
  • To adopt an annual budget that is financially responsible;
  • To ensure that periodic audits of the Agency’s finances are conducted;
  • To assist the Board to fulfill its fiduciary responsibility.


  • To make every effort to ensure that the Agency has the resources to meet current and long-term financial solvency;
  • To make a financial gift to the organization that is personally significant;
  • To understand and support the Agency’s fund development efforts;
  • To use every opportunity to heighten the profile of the Agency in the community.


  • To maintain independence and objectivity and serve with a sense of ethics and personal integrity;
  • To fully disclose, at the earliest opportunity, information that may result in a perceived or actual conflict of interest; or information that would have significance in Board decision making;
  • To respect the confidentiality of sensitive information known due to Board service;
  • To respect the diversity of opinions as expressed or acted upon by the Board and its committees, and formally register dissent as appropriate;
  • To promote collaboration, cooperation, and partnership among the Board and staff.


  • To participate in the Board annual assessment of its own performance and recommend improvement in applicable areas such as composition, organization, tenure, retention and responsibilities;
  • Resign from the Board when no longer able to support the mission or devote the necessary time to be an effective board member.