To folks who are new to nonprofit governance, grasping the difference between officers and directors of a nonprofit corporation can be confusing. This post attempts to explain the differences.
Directors. A nonprofit organization’s board of directors (the Board) is responsible for the legal and financial management of the organization. Individuals are the directors that comprise the Board. Unless the nonprofit has voting members, the Board, as a body, has ultimate authority over the nonprofit. Essentially, the Board’s role is to establish the mission, goals, policies, and strategic direction of the nonprofit. Decisions like approving the budget, setting governance policies, working to ensure sufficient resources, and determining the strategy to achieve the mission, are all Board responsibilities. The Board is not conceived to carry on the day-to-day operations of the nonprofit. Instead, the Board delegates authority to its officers so the nonprofit is capable of operating on a day-to-day basis. For example, the Treasurer is typically authorized to open a bank account. The President or CEO is typically authorized to sign contracts on behalf of the organization up to a specified dollar amount. If the Board does not appoint one or more officers and delegate authority to them, then every corporate action would require a Board vote.
Officers. Officers are individuals elected or appointed by the Board to carry out the day-to-day business of the nonprofit within their delegated scope of authority. The bylaws should define the scope of an officer’s authority. For example, the Board may elect or appoint a President to serve as the principal executive officer of the nonprofit charged with generally supervising and controlling the day to day business and affairs of the nonprofit; potentially including things like signing contracts and hiring and firing employees. Once the Board delegates authority to an officer, that officer is able to act on behalf of the nonprofit within the scope of the delegated authority.
Three of the most common elected or appointed nonprofit officer positions are: (a) a president, (b) a treasurer, and (c) a secretary. The Bylaws will state whether an officer has to be a member of the Board. Often, larger nonprofit organizations will elect or appoint staff members to serve as the secretary and/or treasurer so volunteer directors are not responsible for maintaining corporate records and managing the finances.
Finally, once the nonprofit grows, the Board may decide to employ executives such as a chief executive [Chief Executive Officer or Executive Director], a Chief Financial Officer (CFO), and/or a Chief Operating Officer (COO). The chief executive, CFO and COO are also commonly referred to as officers of the organization.
Wearing Two Hats. Things become confusing when directors are appointed as officers, creating two hats for one person. While wearing the officer hat, an officer may act on behalf of the nonprofit, so long as that specific authority has been delegated to that officer position (such as signing contracts or hiring employees). On the other hand, when putting the director hat back on, the officer/director would be responsible for things like ensuring the nonprofit is pursuing its mission and is compliant with its tax-exempt status.
You may be seeing a potential conflict of interest issue right about now: if one individual is both the director and the treasurer, how does the Board oversee the treasurer, when the treasurer serves on the Board? The answer is, as the governing body of the nonprofit, the Board oversees the actions of the officers. So, as treasurer, the director/treasurer’s actions will be scrutinized by the other directors. The treasurer may have been delegated the authority to do what is necessary to prepare the budget. Then as director, the treasurer/director along with the remainder of the Board, will vote to adopt the budget. Again, the treasurer/director are switching between officer and director hats having different roles “ one governs, the other executes.
Appointed vs Employed Officers. Another area of confusion is when the nonprofit’s employees are appointed as executive officers. In this situation, the Board has delegated the authority for the day-to-day operations of the nonprofit to employees (executive officers). The executive officers will perform such functions set forth in a job description approved by the Board. However, the Board may still have officers of the Board that should fulfill the duties of such position as set forth in the Bylaws or meeting minutes. For example, the nonprofit may employ a CFO to manage the day-today finances of the organization and still have a treasurer who helps prepare the budget and provides the financial report to the Board at its meeting.
In the End. Collectively, the directors comprise a nonprofit’s board of directors. The Board has the ultimate authority to manage the nonprofit. The Board may delegate certain authority to officers to manage the day-to-day activities of the nonprofit. The Board supervises the actions of the officers and holds them accountable for carrying out their delegated duties. The authority of each officer should be clearly defined in your nonprofit’s bylaws, board meeting minutes, or approved job description. Officers are commonly, but not necessarily, directors of the Board. Ultimately, it is important for Boards to understand the roles of directors and officers and to properly educate individuals fulfilling each role.
Ellis Carter is a nonprofit lawyer with Caritas Law Group, P.C. Ellis advises nonprofit and socially responsible businesses on corporate, tax, and fundraising regulations. Ellis is licensed to practice in Washington and Arizona and advises nonprofits on federal tax and fundraising regulations nationwide. Ellis also advises donors with regard to major gifts. To schedule a consultation with Ellis, call 602-456-0071 or email us through our contact form.