Direct answer
What does a nonprofit board of directors do?
A nonprofit board of directors governs the organization: it sets mission and strategy, hires and evaluates the chief executive, approves the budget, monitors finances, and ensures legal compliance, while staff handle day-to-day management. Directors owe three fiduciary duties, care, loyalty, and obedience, and typical officer positions are chair, vice chair, treasurer, and secretary.
A board of directors is the governing body of a corporation, and in a nonprofit it carries the whole weight of ownership: with no shareholders, the board is legally responsible for the organization's mission, money, and management. Understanding what the board does, and what each member owes, is a formation question, because you cannot start a nonprofit without one.
What a board of directors does
The board governs; staff manage. In practice that means the board sets the mission and strategic direction, hires, evaluates, and if necessary replaces the chief executive, approves the budget and monitors the finances, ensures legal and regulatory compliance, and safeguards the organization's assets and reputation. Boards act collectively, in meetings, by vote; an individual director has no authority to direct staff on their own.
Board positions and officer roles
Most bylaws establish four officer positions. The chair (or president) leads meetings, sets agendas with the executive, and speaks for the board. The vice chair steps in for the chair and often leads governance work like board recruitment. The treasurer oversees financial reporting, budgets, and the audit relationship, and presents the finances to the full board. The secretary keeps minutes, maintains corporate records, and certifies board actions. Beyond the officers, boards distribute the work through committees, commonly finance, governance, and fundraising.
The three legal duties
Directors owe fiduciary duties enforceable in most states by the attorney general. The duty of care requires informed, attentive participation: read the materials, attend the meetings, ask questions. The duty of loyalty requires putting the organization's interest first, disclosing conflicts, and abstaining where they exist, which is why the IRS expects a written conflict of interest policy. The duty of obedience requires keeping the organization true to its mission and compliant with law, including the annual Form 990 and the state charitable registrations that authorize fundraising.
How many board members a nonprofit needs
State minimums vary: most states, including Texas, Florida, and New York, require at least three directors, while California allows one. The IRS reviews board independence when it evaluates 501(c)(3) applications, so a board of three or more unrelated members is the practical floor. Directors are typically unpaid volunteers, which is exactly why organizations carry directors and officers insurance and why board oversight of compliance matters: the registrations, renewals, and reports the board is responsible for are the program we run at Cornerstone's nonprofit licensing practice, with the per-state fundraising rules mapped in our charitable registration hub.
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