Instructions on how to remove an officer from their position.A description of how officers are chosen, and.The officers are asked to fill those roles by the other members of the board of directors and are usually not paid. The officers run the board meetings, sign significant contracts, and keep meeting notes. The titles of the officers and a description of the officers' responsibilities should be included in the by-laws. Sometimes other titles are used like Chairperson or Vice-Chairperson. The officers of a nonprofit board of directors usually include: Other employees can be hired by the board or it can give this responsibility to the Executive Director. The Executive Director position should not be confused with the director or officer roles. The Executive Director runs the day-to-day operations of the organization. The first employee hired by the board is usually the Executive Director. Directors and officers liability insurance is often purchased by the nonprofit organization to cover this potential liability. Board members can be held personally liable to third parties injured by actions of the organization. In Illinois, the Illinois Attorney General has the responsibility to the public to bring legal action against board members for failure to exercise their legal responsibilities. See the General Not For Profit Corporation Act of 1986 for more information. In some states, a third fiduciary duty is owed, the duty of obedience. These are the duty of care and the duty of loyalty. How long they will serve as directors, andĪs a group, the directors make up the board of directors.Įach director of a board owes fiduciary duties to the nonprofit corporation.The bylaws explain these and other matters: The board of directors uses bylaws to help make decisions. They can meet once a month or once a year. The directors are not employees of the organization and do not get involved in the day-to-day activities of the organization.

They make most of the important decisions about how the organization will operate. The directors are responsible for managing the organization. The directors work together to make decisions that are in the best interests of the corporation. Since a nonprofit organization does not have owners, the board of directors must work together.

Illinois template not registered