Directors set policy and officers implement policy.
Officers are "management" while directors are "the board." So, officers which are also directors they have both requirements as set above. In most cases, an officer is technically an "employee" of the organization, while directors are generally not. They have whatever legal responsibilities set by law and by By-laws (the legal responsibilities set by custom or Board policy are generally less legal than moral in enforceability). The Policy may indicate what fees and costs are paid to the Directors for each general meeting as well as all expenses to be paid, should an extraordinary meeting at a predetermined physical location be required. In the Case of the Eastern Orthodox Heritage Foundation, being a charitable non-profit organization, such expenses could be void by the Directors, in the form of a donation, however, any expenses, such as flight, room and board, and/or incidental expenses must be paid by EOHF, in advance or after based on submitted accounting.
Given those distinctions, it can be seen why most By-laws have a separate section detailing the obligations of officers. That is the first place most people look, and it should have the roles to be played by officers beyond the most basic. Thus, if, for example, the Secretary is responsible for keeping the minutes of meetings, the By-laws should say so; the Secretary should then realize that fulfilling this responsibility would require attendance at various meetings, or designation of someone else (if permitted by statute or By-laws) to do the job.
As to the role of minutes (and why the Secretary does that), remember that their only legal role is to serve as a record of the actions of the Board (or committee). Thus, the Secretary keeps and signs the minutes in order to represent (or swear) that the minutes are an accurate reflection of what actually happened at the meeting; the ratification of the minutes by the Board at its next meeting is a further verification that the minutes are accurate (and should not be a pro forma vote without an actual review). This role comes to light more often than one would think in litigation and in IRS or other regulatory reviews. It is extremely rare to have an official inquiry without also a review of the minutes.
Vice-Presidents, on the other hand, are like one's appendix; important only when something goes wrong. Then (or in cases where there is too much work generally or in a particular area for the regular officers) the Vice-President has whatever role is set in the By-laws. So if the By-laws say the VP sits in on committees, then that's the only customary role that matters.
So, rather than relying on custom, we suggest reviewing the State of California relevant laws and the organizing documents, deciding what roles Directors want the officers to play, and then acting accordingly.
Having said all that, generally: the Chair "chairs," an Executive Director "directs", a Secretary "writes and records," a Treasurer watches the "treasury," and any other officer does what the By-laws say they should do.
Board of directors are trustees who act on behalf of an organization's constituents, including service recipients, funders, members, the government, and taxpayers.
The board of directors has the principal responsibility for fulfillment of the organization's mission and the legal accountability for its operations. This means that as a group they are in charge of establishing a clear organizational mission, forming the strategic plan to accomplish the mission, overseeing and evaluating the plan's success, hiring a competent executive director and providing adequate supervision and support to that individual, ensuring financial solvency of the organization, interpreting and representing the community to the organization, and instituting a fair system of policies and procedures for human resource management.
Board members have a duty of loyalty to the organization , its staff and other board members. While differences of opinion are sure to arise, board members should seek to keep disagreements impersonal. By practicing discretion and accepting decisions made on a majority basis, board unity and confidence will be promoted .
Board members accomplish their functions through regular meetings and by establishing a committee structure that is appropriate to the size of the organization and the board. Ideally, board members arrive at meetings prepared and ready to engage in thoughtful dialogue, and there is a group process which generates and uses the best thinking of its members. Knowing that time is important for every Board member that is located in different geographical areas, telecom conferences and telephonic one-on-one and/or group telephonic and/or secured electronic communication is permitted.
Boards should be open to self-evaluation and regularly review their own composition to ensure constituent representation, and board expertise and commitment. Boards also are responsible for evaluating and determining compensation for the executive director.
Under California law, nonprofit directors are responsible for management of the business and affairs of the corporation. In carrying out their responsibilities, the law imposes on these directors specific fiduciary duties of care, loyalty, and obedience to the law. While California state law requirements for the specific functions of board president and treasurer are briefly described in this document, please refer to applicable Statutes and the document entitled "Fiduciary Duties of Directors of Charitable Organizations in the California Council of Nonprofit's Nonprofit Library, for further information on the complete legal responsibilities of the board.
Patriarchate of Constantinople
