Board officers: chair, vice chair, secretary and treasurer

This guide is for board members who have just been asked to be chair, vice chair, secretary or treasurer, and for founders setting up those roles for the first time. Officer titles can sound grand, but in a small charity they're mostly about who does which job so nothing falls through the cracks. After reading, you'll know what each officer usually does, where the rules come from, which combinations of roles to avoid, and how long people should serve.

If you're new to boards, start with what a charity board does. Officers have the same duties of care, loyalty and obedience as every other director, plus the extra jobs their office brings.

Where the rules come from

Officer rules come from three places, in this order:

1. Your state's nonprofit corporation law. It sets the minimum, and sometimes forbids certain combinations.
2. Your articles of incorporation (called a certificate of incorporation in some states), if they say anything about officers. Most don't.
3. Your bylaws, your charity's own rulebook. This is where most of the detail lives: which offices you have, how officers are elected, how long they serve and what each one does. Our bylaws template has a ready-made officers article.

State law varies a lot. Some states list required offices; others leave almost everything to the bylaws. Before you change officer roles, read your state's law (search your state legislature's site for "nonprofit corporation act" and "officers") and your own bylaws.

The IRS cares about officers too. The Form 990 instructions define an officer as a person elected or appointed to manage the organization's daily operations, and say your officers are set by your organizing document, bylaws or board resolutions, consistent with state law, but at a minimum include the officers your state requires. Part VII of the Form 990 reports as current officers everyone who served as an officer at any time during the year.

Example: New York

New York's Not-for-Profit Corporation Law, section 713, shows how one state handles officers. It's one state's law, so check your own.

• Which offices. The board may elect or appoint a chair or president, or both, one or more vice-presidents, a secretary and a treasurer, plus any other officers the bylaws provide.
• Holding two offices. One person may hold two or more offices, except president and secretary.
• Term. Each officer serves the term they were elected for, and until a successor takes over. Unless the certificate of incorporation or bylaws say otherwise, officers are elected every year.
• Staff as chair. An employee of the charity can't serve as board chair, or hold a title with similar duties, unless two-thirds of the entire board approves and records the reasons in writing at the time.

Example: Illinois

Illinois takes a lighter approach. Under 805 ILCS 105/108.50, a nonprofit corporation has whatever officers its bylaws provide. If the bylaws allow it, one person can hold two or more offices. The law does expect one officer, generally called the secretary, to have the authority to certify the bylaws, board and member resolutions and other documents as true and correct copies. Officers' duties come from the bylaws or from board resolutions that are consistent with the bylaws.

The chair

The chair (some bylaws say president) leads the board. In a small charity, the chair usually:

• runs board meetings and keeps them to time;
• sets the agenda, usually with the secretary and the executive director, if you have one;
• makes sure the board's decisions are carried out and followed up;
• is the main contact between the board and the executive director, and leads that person's yearly review;
• speaks for the board when the bylaws or the board say so.

The chair doesn't have more power than any other director unless the bylaws give it. One director, one vote. A good chair draws out quiet members and stops one voice, including their own, from taking over. Our guide to running board meetings covers agendas, motions and votes.

Chair or president?

Some charities use "president" for the board's leader. Others call the board leader "chair" and use "president" for the top staff person. Both are fine. What matters is that your bylaws say clearly which title means what, and that your bank, your state filings and your Form 990 use the same names.

The vice chair

The vice chair steps in when the chair is absent or can't act. Many boards also use the role to prepare the next chair: the vice chair leads a committee, runs part of a meeting and learns how the chair works. If your bylaws make the vice chair the "chair-elect," write that down, so no one is surprised.

The secretary

The secretary looks after the board's paperwork. Usually that means:

• sending notice of meetings the way the bylaws require;
• taking the minutes, or making sure someone does, and bringing them to the next meeting for approval;
• keeping the charity's governing documents: articles, bylaws, IRS determination letter, minutes and policies;
• certifying documents, such as a board resolution a bank asks for.

Our board minutes template and board resolutions template help with the two jobs a secretary does most.

The treasurer

The treasurer oversees the money on the board's behalf. The treasurer doesn't have to be an accountant, and in a charity with staff they shouldn't be the person keeping the books day to day. Usually the treasurer:

• makes sure accurate books are kept and money is handled with proper controls;
• presents a financial report at each regular board meeting, in plain words;
• leads the yearly budget with the director;
• makes sure tax and state filings, such as the Form 990, are made on time;
• works with the outside accountant or auditor, if you have one.

The whole board stays responsible for the money. A treasurer's report is a starting point for questions, not a replacement for them. See our treasurer's report template and our guide to financial controls.

How long officers should serve

Terms

Most bylaws elect officers for one year at a time, at the annual meeting. Some states also set a default for when the bylaws are silent. New York does: officers are elected every year unless the certificate or bylaws say otherwise.

Your bylaws should also say whether an officer must be a director. If they must, an officer's term can't outlast their seat on the board. Director terms have their own rules. Under New York's section 703, a director's term is one year if nothing else is set, and can't be longer than five years. Other states set different limits.

Term limits

Term limits are almost always a choice your bylaws make, not something state law requires. They're worth having:

• They bring in new people and ideas, and make room for a vice chair who has been preparing.
• They make it easy to step down without a hard conversation.
• They stop one person from becoming the organization. If only one person knows how the money works, you have a risk, not a treasurer.

A common pattern is a limit of a few consecutive one-year terms in the same office, with the person free to serve again after a break. Our bylaws template has blanks for director term limits; you can add the same kind of line for officers. Very small boards sometimes struggle to fill every office. If that's you, write in a way to extend a term by a board vote in an unusual year, rather than having no limit at all.

Electing, removing and replacing officers

Your bylaws should say:

• who elects officers (usually the board, sometimes the members);
• when (usually the annual meeting);
• how an officer can be removed (usually a majority vote of the directors in office);
• how a vacancy is filled (usually the board appoints someone for the rest of the term).

Record each election in the minutes. Then update the people who need to know: your bank, your state's annual report, your registered agent if they handle filings, and anyone who receives official mail. Our succession planning guide explains how to hand a role over without losing what the last person knew.

The four roles at a glance

Officer checklist

• We've read the officers section of our state's nonprofit corporation law
• Our bylaws list each office and what it does
• Our bylaws say how long officers serve and how many terms in a row
• The chair and the secretary are different people
• The treasurer isn't the only person who signs checks and sees bank statements
• Officer elections are recorded in the minutes
• Our bank, state filings and Form 990 show the current officers