Key Takeaways

  • In addition to standard roles like Chairperson and Secretary, boards often include key roles such as Treasurer, Vice Chairperson, Committee Chairs, and General Members.
  • The Treasurer oversees financial strategy, budgets, and audits, serving as a liaison to the board on financial matters.
  • The Vice Chair supports the Chairperson and often assumes leadership in their absence.
  • Committee Chairs lead specific focus areas like audit, governance, or compensation.
  • General Board Members contribute expertise, attend meetings, and vote on policies and initiatives.
  • Nonprofit boards may include additional specialized roles depending on the organization’s needs.

Board of Directors

One of the first steps of forming a new corporation is naming the members of the board of directors. These directors are often identified in the company's bylaws as well as their Articles of Incorporation and are one of the primary tasks of the incorporator.

After the corporation has been running, the board of directors will then be elected by the shareholders at the annual meetings. As the name would suggest, a board of director's purpose is to direct corporate affairs and guide the company's business path.

It is the board of directors that ultimately has the legal responsibility for the actions of the corporations, its subsidiaries, employees, officers, and agents. They serve as a valuable source of advice that is there to challenge and discipline the management. The corporate director has duties and responsibilities including:

  • Acting in the best interest of the company.
  • Acting with loyalty to both the shareholders and the corporation.
  • Participation in the regular board of directors meetings.
  • Approving corporate transactions and activities on behalf of the corporation, such as entering into contracts, electing new officers, purchasing and selling assets, and approving corporate policies.
  • Amending the corporate bylaws as well as the articles of incorporation.

The corporation's Articles of Incorporation and bylaws will state the number of members elected to a board of directors; this number is largely dependent on the size of the company and all of its holdings. A smaller corporation may have as few as one director who can also serve as the sole officer and shareholder, and larger corporations could have as many as 10 or more.

To make voting easier, it is best to create an odd number for the board of directors to avoid tie voting. Additionally, you will find that businesses and organizations will seek boards of directors who will bring value or meet the needs of their organization. In the case of non-profit organizations, often the board members will be volunteers who do not receive compensation.

Treasurer

The Treasurer is responsible for overseeing the financial matters of the organization. This includes reviewing and presenting financial statements to the board, leading the budgeting process, and ensuring the organization’s finances align with its strategic goals. Treasurers often:

  • Chair the finance or audit committee.
  • Collaborate with the CFO or financial staff.
  • Ensure proper financial controls and risk management systems are in place.
  • Interpret financial reports for other board members.
  • Assist in filing annual returns and financial disclosures.

In some boards, especially in nonprofits, the Treasurer also helps with fundraising efforts and compliance with grant reporting.

Chairperson of the Board

The chairperson's primary job duties are to act as a facilitator and make sure that the board performs its duties. They hold the highest rank on the board and are responsible for:

  • Ensuring proper, timely information for the board.
  • Setting the agenda.
  • Evaluating the performance of the other directors.
  • Making sure the board puts their strategies and plans into practice.
  • Acts as a partner with the CEO to achieve the corporate mission.
  • Appoints committee chair people and attends committee meetings.
  • Discusses corporate issues with the CEO.
  • Helps guide and mediates board actions.
  • Monitors finances and financial reports.
  • Evaluates the performance of the corporation.

The chairperson is the main face of the corporation and will often explain the company to those outside of the organization, as well as attend events on behalf of the corporation. An average salary for the Chairperson of the Board is around $130,000 per year.

Committee Chairperson

Committee Chairpersons lead specific committees formed to handle areas like governance, finance, risk management, compensation, and nominations. These chairs:

  • Set agendas and lead committee meetings.
  • Report committee findings and recommendations to the full board.
  • Coordinate with board leadership to align committee work with broader organizational goals.

Serving as a committee chair requires deep expertise in the committee’s focus area and strong leadership skills.

Vice Chairperson

The Vice Chairperson (or Vice President of the Board) assists the Chairperson and steps in when the Chair is unavailable. Their responsibilities often include:

  • Supporting the execution of board duties.
  • Leading meetings or committees as needed.
  • Collaborating with board members to ensure effective governance.
  • Taking on special projects or strategic initiatives delegated by the Chair.

Having a Vice Chair promotes continuity and strong leadership succession planning.

Company Secretary

The secretary of the board of directors is the person responsible for regulatory and legal compliance. The duties of the secretary include:

  • Maintaining company registers.
  • Ensuring all legal filings are made promptly.
  • Making necessary disclosure to the shareholders.
  • Keeping board meeting minutes.
  • Setting the agenda.
  • Maintaining regulatory compliance.
  • Managing the organization records.
  • Distributing minutes to members after each meeting.
  • Being familiar with necessary legal documents.

When a business does not have an office, the board secretary will keep the records and all non-financial legal documents such as:

  • Bylaws.
  • Historical minutes.
  • Articles of Incorporation.

The secretary acts as a trusted advisor in the company and is also there for their insight into the purpose, mission, and framework of the company. On average, a board of directors secretary will make $73,000 per year annually. Most secretaries hold at least a Bachelor's degree in business, and they are sometimes required to maintain legal qualifications.

Nonprofit Board Member Titles

Nonprofit organizations often have similar board structures to for-profit entities but may include additional titles or committees to support fundraising and mission-driven operations. Common nonprofit board roles include:

  • Fundraising Chair – Oversees donor engagement and fundraising initiatives.
  • Program Chair – Focuses on the effectiveness and alignment of the organization’s programs.
  • Development Committee Chair – Guides strategic efforts for long-term sustainability through philanthropy.
  • Advisory Board Members – Non-voting members who lend expertise, credibility, and connections to the nonprofit.

These roles support governance while emphasizing transparency, accountability, and donor stewardship.

General Board Members

General board members (also called directors or trustees) play a critical role in board governance. Their core responsibilities include:

  • Attending board and committee meetings.
  • Reviewing and voting on major organizational decisions.
  • Advising on strategy and organizational direction.
  • Ensuring the company complies with its mission and legal obligations.
  • Acting as ambassadors for the organization within their networks.

While they may not hold officer roles, these board members are essential for quorum, diversity of thought, and oversight.

Frequently Asked Questions

1. What are common board member titles? Common titles include Chairperson, Vice Chairperson, Treasurer, Secretary, and General Board Member. Additional roles may include Committee Chairs and Fundraising Chairs.

2. What does a Treasurer do on a board? The Treasurer oversees the organization's financial matters, including budgets, financial reports, audits, and risk management.

3. Are Vice Chairpersons required on every board? No, but many boards elect a Vice Chair to ensure continuity of leadership and support for the Chairperson.

4. What is the difference between a board member and an officer? Board members are elected to govern the organization; officers (Chair, Treasurer, Secretary) are designated roles with specific leadership or administrative duties.

5. Can a nonprofit board member be paid? In most cases, nonprofit board members serve on a volunteer basis, though some nonprofits may reimburse expenses or offer stipends in specific cases.

If you need help with a list of board of directors titles, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.