Electing Board Members and Officers (Nonprofit)



Each organization consists of governing body that is responsible for the management of the organization and for overseeing the activities of the organization.


 The Board of “members” or “Directors/Trustees” are elected, according to the type or the organization:


  1. If the organization has members: the Directors are nominated and elected by the organization’s members. They represent the community of members and manage the organization’s activities, accordingly;
  2. If the organization doesn’t have members: the Directors are the individuals who stand in front of the organization, either when the organization is setting-up or later on, once it has been operating for a couple of years.  If new Directors need to be appointed, the current Board of Directors elects the new Directors, as they have the voting control.



Generally, the Board of Directors is elected by the shareholders of the company and the Board’s main goal is to manage the organization’s activities. The most frequent positions of the Board of Directors are: President, Vice President, Treasurer and Secretary.


All the powers, rights and responsibilities of the Board of Directors are specified in the Bylaws of the organization, as well as in the state’s nonprofit corporation’s law. Each state has specific requirements about the Board of Directors of the organization, in terms of their liability. The Bylaws consist of general information about how the Board of Directors is elected; scheduling Board meetings; decision-making methods; Board of Directors’ duties and other specific rules, applicable to the organization’s activities.


The Board of Directors usually serves for 1-3 years, and then the Directors are reelected.


The Directors are not only representing the organization’s activities, they also have duties, rights and responsibilities. Some of their responsibilities include:

  • Preserving the organization’s mission and implementation of successful initiatives;
  • Monitoring of the financial affairs of the organization, e.g. regular preparation of the financial statements;
  • Filing of the federal tax returns and staying in compliance with the state;
  • Conducting fundraising activities and serving the community the organization represents;
  • Predicting and assessing any risk that is threating the organization; etc.


Before an individual decides to become a Director of an organization, he/she should be aware of all the responsibilities, both: legal and ethical, in order to avoid conflict of interests and to serve the community with all his/her desire and passion to do it, devoting enough time.

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