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What Positions Make Up a Board of Directors?
While different businesses and nonprofits use different job titles or positions for their board members, the structure and hierarchy for most are basically the same. Understanding the positions on a board of directors can help you make decisions about board service as a means to helping you improve your stature in your industry or profession.
Board of Directors
A board of directors is the group of people responsible for the strategic management of a for-profit or nonprofit corporation. Depending on the size of the board, the members might run the business activities of the organization or oversee office staff that handle the day-to-day duties. The board operates by following the corporation’s bylaws, a set of rules that governs how the organization must pursue its mission and activities.
Chairman of the Board/President
The top position of a board is the chairman, chairperson or sometimes simply chair, who often serves as the president of the organization. In his chairman's role, the board member runs board meetings, appoints committees and performs other duties as directed by the bylaws. As president, this individual represents the organization in public by giving speeches, writing articles and attending functions on behalf of the organization.
Vice Chair/Vice President
Serving directly under the chair is the vice chair or vice president. This person is often next in line to become the chair and serves as the board’s leader when the chair is not present, such as during official board meetings. Some organizations have multiple vice presidents comprising an executive committee. In that case, this position is known as the first vice president.
The secretary of a board takes notes, called minutes, at board meetings, then submits those minutes for amendment or approval by the board. If the organization does not have a business office, the secretary keeps its records and its non-financial legal documents, including its bylaws, articles of incorporation and minutes of historical meetings.
The treasurer of a board keeps the organization’s financial records, unless the organization has a professional accountant or business manager. In that case, the treasurer keeps copies of the main financial records, signs checks the business manager or accountant writes, approves purchases and invoices and otherwise oversees and keeps an eye on the organization’s finances. The treasurer also prepares and delivers a treasurer’s report at each of the board’s official meetings and approves the organization’s annual tax filing. Many smaller organizations combine the secretary and treasurer positions, giving this position the title of secretary/treasurer.
Board members who do not have one of the previously discussed roles often volunteer to head committees such as a marketing or website committee. These board members attend meetings, receive updates and vote on board matters. They have the right to make motions, discuss them and vote on them. These positions come with a chairperson title, such as a marketing committee chair. After serving as a board member, these individuals might ascend to the secretary, treasurer, vice chair and eventually chairman of the board positions. Some board members represent specific geographic areas, often when the organization is a nonprofit with members. For example, a board might have northern, southern, eastern and western districts, with a board member required to reside within the boundaries of her district.
Sam Ashe-Edmunds has been writing and lecturing for decades. He has worked in the corporate and nonprofit arenas as a C-Suite executive, serving on several nonprofit boards. He is an internationally traveled sport science writer and lecturer. He has been published in print publications such as Entrepreneur, Tennis, SI for Kids, Chicago Tribune, Sacramento Bee, and on websites such Smart-Healthy-Living.net, SmartyCents and Youthletic. Edmunds has a bachelor's degree in journalism.