Q&A #119 – Are officers of a nonprofit required to be Board members?
Question: The Treasurer of my nonprofit organization will soon be stepping down from this role. The Board is looking for someone to replace the Treasurer, but none of the current Board members have financial expertise. Can we appoint a non-Board member to this officer role?
Answer: Whether the officers of a nonprofit organization are required to be Board members is determined by the organization’s Bylaws. Many organizations specify in their Bylaws that officer positions such as the President, Secretary, Treasurer must be filled by Board members (hence the common but potentially misleading term “Board Officer”). However, it is also common to have Bylaws that allow officers to be appointed from outside of the Board such as from senior management staff positions.
It is important to remember that the role of a Board member is distinct from the role of an officer, even when the Board members and officers are the same people. In general, Board members (directors) govern as a collective body to provide high-level oversight and strategic guidance, steward the mission of the organization, and make important decisions such as approving the budget and amending policies and governing documents.
Officers, on the other hand, are responsible for managing or carrying out operational tasks within the scope of their delegated authority, subject to the oversight of the Board, and ensuring that information related to programs, activities, and finances are reported or made available to the Board. The authority delegated to an organization’s officers (generally under the Bylaws or through separate Board resolutions) often includes, for example, signing checks, authenticating documents, directing staff, presenting financial statements, and/or executing contracts.
While it is not unusual for these lines to blur (such as in the case of a “Working Board” that is expected to help carry out operations, often seen in small volunteer-run organizations with limited to no staff), it should not be assumed that the officers must always be Board members. For some organizations it makes sense to have Board members serve as officers, while other organizations prefer to have officer positions filled by non-Board members. Very often a mixture of both is appropriate.
For example, many nonprofits have senior management staff serving in officer positions such as CEO, CFO etc., who have additional management responsibilities and often work under the supervision of “Board Officers” such as the President (a position some organizations refer to as the "Board Chair”).
Planning Tip – Consider adding assistant officers such as an assistant Treasurer. As we explained in our articles on finding the right treasurer and recruiting and using volunteers with finance experience, and this 5-Minute Lesson on adding an assistant treasurer position, there are many benefits to having assistant officers. This can be especially helpful for organizations that are having difficulty filling their officer positions, since assistant officers can relieve some of the pressure and workload of the role and possibly be the successor if the person in front of them terms out or unexpectedly steps down.
In any case, it is up to the organization and its current Board of Directors to decide what officer structure makes the most sense for the organization going forward and make sure that its Bylaws adequately reflect this structure.
If you have a question you would like to submit to SE4N, send it to us using the contact form and we will consider answering it in a future post. Please do not send confidential information.
