Board Members

So, you’re on a nonprofit board. That’s wonderful. It means you care about a cause enough to step up, roll up your sleeves, and serve. But it’s more than passion. It’s about responsibility. And not just any responsibility—fiduciary responsibility. It’s a big deal, and it’s one of the most important nonprofit duties that every board member must take seriously. Think of it like this: you’re the guardian of the nonprofit’s mission, its finances, and its reputation. Let’s unpack what that means in the real world.

1. Duty of Care: You’re Not Just a Placeholder

When you say yes to joining a board, you’re saying yes to being informed, attentive, and ready to act. This isn’t a “show up and smile” kind of deal. The duty of care means that you need to be involved in the nonprofit’s decision-making with your head and your heart. It’s about being proactive, asking tough questions, and making decisions with the nonprofit’s best interest in mind.

Example: A nonprofit’s executive director suddenly fell ill and couldn’t return to work. Here’s where the duty of care shines. Fortunately, the board had been prepared. They didn’t panic or scramble. Why? Because they had planned ahead. They had a well-thought-out contingency plan, with an interim director ready to step in and a list of potential candidates to fill the position permanently. That’s the kind of forward-thinking that makes a board indispensable.

Takeaway: Be prepared, stay informed, understand your board member responsibilities, and always have a plan. Care isn’t passive—it’s active. It means looking ahead and asking yourself, “What’s next?” before a crisis hits.

2. Duty of Loyalty: It’s Not About You

This one’s simple, but it’s crucial. Your job is to put the nonprofit first—always. That means your decisions have to be in the best interest of the organization, not you, your business, or your connections. Conflicts of interest? Address them, disclose them, and step away when necessary.

Example: When the board was set to renew the director’s and officer’s insurance policy, one board member quietly stepped back from the discussion and abstained from voting. Why? Because they worked for the insurance company that offered the policy. By removing themselves from the vote, they honored their duty of loyalty. No hidden agendas here—just doing what’s right for the organization.

Takeaway: If there’s even a hint of conflict, disclose it. It’s better to be overly transparent than to risk undermining the board’s integrity.

3. Duty of Obedience: Stick to the Mission

The nonprofit duty of obedience isn’t about blind allegiance—it’s about ensuring that every action, every decision, keeps the nonprofit on track with its mission. You’re responsible for making sure that the nonprofit plays by the rules—both legally and ethically. And here’s the thing: not every flashy opportunity is the right one.

Example: A donor came forward with a large contribution. Sounds great, right? Except, there was a catch. They wanted the nonprofit to use the funds for a purpose that had nothing to do with the organization’s mission. It would’ve required the nonprofit to go completely off course. The board voted not to accept the donation. They knew that one of their board member responsibilities is staying true to the mission and that's more important than chasing big dollars.

Takeaway: The nonprofit’s mission is your north star. Don’t stray from it, no matter how tempting the detour might be.

4. Duty of Prudence: Be a Good Steward

This is where the nonprofit’s financial health comes in. As a board member, you’re responsible for making sure the nonprofit’s resources are being used wisely. The duty of prudence, another key aspect of nonprofit duties, means being cautious, practical, and thoughtful with how the organization’s assets are managed. It’s about ensuring there’s enough funding to keep the lights on while staying aligned with the nonprofit’s long-term goals.

Example: The board of a small nonprofit knew they had limited financial reserves. When they were offered a low-interest loan to expand their programs, it seemed like a great opportunity. But the board did their homework. After reviewing the financials, they realized that taking on the loan would stretch them too thin and jeopardize their ability to keep up with current projects. They decided to pass. By acting prudently, they protected the nonprofit from potential financial hardship down the line.

Takeaway: Protect the nonprofit’s assets like they’re your own. Sometimes saying “no” is the best way to ensure sustainability.

Remember, You’re a Guardian, Not Just a Volunteer!

Fiduciary responsibility is the backbone of serving on a nonprofit board. You’re not just there to show up and lend your name—you’re there to safeguard the organization’s mission, finances, and future. The duty of care, loyalty, obedience, and prudence? They’re not just legal terms; they’re the guiding principles that help nonprofits thrive. So, when you sit in that boardroom, remember: your job isn’t to sit back. It’s to lean in, ask questions, and make decisions that put the nonprofit’s mission first. Always.

Here’s a question that can spark some serious debate: should nonprofit board members get paid a salary? At first glance, it seems like the answer should be simple—nonprofit boards are volunteer-based, right? But hold on. The nonprofit world isn’t always black and white, and this is one of those gray areas where you’ve got to ask yourself: what’s really best for the organization? Before you jump to conclusions, let’s dig a little deeper into the pros, cons, and what it all really means for your nonprofit.

The Traditional View: No Pay, All Heart

Traditionally, nonprofit boards consist of volunteer board members who serve without compensation. And that’s for good reason. Serving on a board is supposed to be a labor of love, a way to give back to a cause you’re passionate about. It’s a role of stewardship, not a gig to make a quick buck or earn a board member salary.

Here’s the deal: the nonprofit sector thrives on people who are willing to give their time, talents, and yes, even treasure (we’re looking at you, fundraising duty). Paying board members could shift that dynamic. If you start cutting checks, does the motivation change? Are people still serving because they care, or because they’re looking for some extra income? These are real questions nonprofits wrestle with when considering whether to pay their boards.

The Case For Paying Board Members: Time Is Money

Now, let’s flip the script for a second. Nonprofit board members put in serious work—strategic planning, financial oversight, fundraising, hiring executive leadership. Sometimes, it feels like a part-time job. So why shouldn’t they get compensated with a board member salary for their time and effort?

Paying board members could attract highly qualified individuals who might otherwise pass on the opportunity because they simply can’t afford to be volunteer board members. In fact, some larger nonprofits with complex financial structures or significant fundraising goals do pay their board members. These organizations argue that it helps them recruit top-tier talent and keeps their boards engaged and accountable.

But here’s the kicker—if you pay board members, you’ve got to be really clear about what that means. Are you paying for their expertise? Their time? Their leadership? If you’re going to write a check, you’d better have crystal-clear expectations in place for the board member salary.

The IRS, State Laws, and All That Fun Legal Stuff

Of course, it wouldn’t be a nonprofit topic if we didn’t talk about regulations, right? Whether or not board members can receive a salary—and how much—varies depending on state laws and IRS regulations. The IRS doesn’t flat-out forbid nonprofits from paying board members, but it has some pretty strict rules about what’s considered “reasonable compensation.”

In plain English? If you’re paying board members, the amount has to be justifiable and not excessive. The IRS frowns upon paying nonprofit boards too much because, let’s face it, that’s money that could be going toward the mission. Plus, there’s always the risk of damaging the public’s trust. People want to know that their donations are going toward making a difference, not lining the pockets of board members with hefty salaries.

The Cons: Losing Sight of the Mission

Here’s a big concern that gets tossed around when you talk about paying nonprofit board members: mission drift. Will paying your board shift the focus from the cause to compensation? Nonprofits run on heart. They’re fueled by passion, dedication, and a deep commitment to solving real-world problems. There’s a worry that once you introduce financial compensation, you start running the risk of attracting folks who are in it for the wrong reasons rather than dedicated volunteer board members.

And then there’s the budget. Every dollar spent on board member salaries is a dollar not spent on programs, services, or staff. Can your nonprofit afford to pay board members, or is that money better used elsewhere? It’s a tough call, and one that has to be weighed carefully.

What’s Right For Your Nonprofit?

At the end of the day, there’s no one-size-fits-all answer to whether or not nonprofit board members should get paid. For some organizations, especially small grassroots groups, it would feel downright strange to offer board compensation. For larger organizations with complex structures and big budgets, paying board members might make sense.

The key is transparency. Whatever decision you make, it has to be above-board (pun intended). You’ve got to be clear about why you’re doing it, how much you’re paying, and what you expect in return. And, of course, you need to stay compliant with state laws and IRS guidelines regarding board member salaries.

My Two Cents

If you ask me, nonprofit board members should serve out of passion for the mission, often as volunteer board members. But I also get that sometimes, a nonprofit needs to compensate board members to attract the talent and expertise it needs to thrive. If you go the route of paying your board, make sure it’s done thoughtfully, legally, and with the nonprofit’s best interest at heart. After all, the mission is what matters most.

So, should nonprofit board members get paid? It depends. What works for one organization might not work for another. Just make sure that whatever you decide about board member salaries, it helps your nonprofit stay mission-driven, financially sound, and focused on doing good in the world. Because that’s why we’re all here, right?

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