Role of the Board

The board of directors is responsible for governance.

Directors fulfill a necessary legal role, and also an important organizational support function. From The National Council of Nonprofits:

The board of directors of a nonprofit has three primary legal duties known as the “duty of care,” “duty of loyalty,” and “duty of obedience.” Duty of Care: Take care of the nonprofit by ensuring prudent use of all assets, including facility, people, and good will; Duty of Loyalty: Ensure that the nonprofit's activities and transactions are, first and foremost, advancing its mission; Recognize and disclose conflicts of interest; Make decisions that are in the best interest of the nonprofit corporation; not in the best interest of the individual board member (or any other individual or for-profit entity). Duty of Obedience: Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission. However, a board of directors does not exist solely to fulfill legal duties and serve as a fiduciary of the organization’s assets. Board members also play very significant roles providing guidance to nonprofits by contributing to the organization’s culture, strategic focus, effectiveness, and financial sustainability, as well as serving as ambassadors and advocates. Beyond fulfilling legal duties, board members can be important resources for the organization.

This is distinct from the role of the operational team, OCF's staff, and executive management, which implements the day to day functioning of the organization.

Board Roles & Responsibilities

OCF has developed its definition of the role of board members to include the following:

Advice on strategic development

  • Provide input on strategic direction and policies

  • Provide guidance and input on strategic planning

  • Serve as the ED’s backstop support and advocate

  • Evaluate how well OCF is fulfilling its vision, mission and values

  • Ensure policies support OCF to be accountable to its stakeholders

  • Help OCF reach its best impact potential in the world

Being a our champion

  • Articulate OCF vision, mission and values to the public

  • Communicate OCF direction and activities to your communities

  • Support and advise the Executive Director as needed

  • Make introductions and help steward opportunities for funding and partnerships

Risk & compliance oversight

  • Oversees the annual audit process

  • Review OCF’s policies and processes for compliance and risk management

  • Provide guidance to help operational decision-making align with compliance requirements

  • Give feedback to iteratively improve reporting and information flows to flag risks

  • Apply your knowledge of best practice and regulations to keep us on the right track

Other responsibilities

  • Recruits and approves new directors, ensure the board has the right mix of skills and representation

  • Approves the ED role (function and person)

  • Approves any loans (though we have not taken any so far)

  • Approves extraordinary expenses

  • Decides on board compensation


  • Risk management, audit, and finance

  • Board development

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