HINT: (Besides the gala RSVP count...)

Hey Nonprofit Leader, What’s Keeping You Awake at Night?

This is the third post in our ongoing series on nonprofit boards—how to recruit the right members, define their roles and responsibilities, and evaluate whether they’re actually doing their job (gasp!). Because let’s face it: an engaged, informed board is a dream... but a disengaged, uninformed one? That’s a full-blown nonprofit nightmare.

Let’s talk about one of the most consistent pain points for Executive Directors everywhere: the Board of Directors.Some board members are wonderfully supportive. Others? Well… they haven’t bought tickets to your gala, haven’t read a financial statement since 2019, and think “strategic planning” means booking a dinner reservation.

So what is a board supposed to do?

First, Let’s Clear the Air

Nonprofit board members are volunteers. That means they don’t get paid, and yet they’re entrusted with enormous responsibility. Many are recruited because they care deeply about the mission (great!) or they know someone (eh…), but few get trained on what the job actually entails. Spoiler alert: it’s not just showing up to meetings and clapping politely.

Also, unlike corporate boards, nonprofit board members are often expected to fundraise and sometimes even contribute financially themselves. (Yes, “give or get” is very real.) Welcome to the nonprofit sector!

So What Do They Actually Do?

In a nutshell: boards govern, they don’t run the day-to-day. They oversee the Executive Director, help shape strategic direction, ensure financial health, and make sure the mission stays on track.

Board members are also legally bound by three main duties:Duty of CareDuty of

LoyaltyDuty of Obedience

Let’s break those down—with a side of real talk.

Duty of Care: Show Up and Pay Attention

This one’s about being engaged and informed. Know what’s going on financially. Ask questions. Read the reports. And yes, even if you're not on the Finance Committee, the budget still applies to you.

If your personal finances were on the line, you’d pay attention, right? Same energy. A big part of this duty is simply participating actively in meetings—and not just physically being there, but mentally too.

So no, “I was zoning out” is not a legal defense.

Duty of Loyalty: Check Your Ego at the Door

This means putting the organization’s interests above your own. If your cousin owns a catering company and you’re voting on the next gala vendor, you need to speak up.

Every board member should sign a Conflict of Interest policy annually, and actually mean it. Loyalty also means supporting board decisions—even if you passionately disagreed in the meeting. Once a vote is taken, it’s “one board, one voice.” No back-channeling allowed.

Duty of Obedience: Stick to the Mission

This one’s all about staying true to the organization’s purpose—and keeping the IRS happy. That means following your bylaws, honoring your articles of incorporation, and not drifting into activities that could jeopardize your tax-exempt status. (Like that side hustle idea someone pitched during a board retreat… yeah, no.)

Also: if your board doesn’t carry Directors & Officers (D&O) insurance, please consider that your cue to run—not walk—to the nearest exit. (Or at least call a lawyer.)

Here’s the Truth

Being a board member is a big deal. It’s rewarding, meaningful work—but it comes with real responsibility. And unfortunately, many boards skip over training entirely. That leaves good people in the dark—and leaves the organization vulnerable.

If you’re a board member wondering what exactly you signed up for, or you're an ED desperate for a better-informed board, don’t panic—I can help. Let’s talk training. A little investment now can save a lot of headaches later.

Because no one wants to lose sleep over bylaws, budgets, or board drama. You’ve got better things to do. Like changing the world.