The IRS lists just over 58,000 non-profit organizations in the State of Michigan.

A non-profit organization is a legal entity that is organized and operated for a collective public or social benefit. This is different from a business that operates to generate a profit.

That does not mean a non-profit must break even, and it does not mean that a business cannot operate for the greater good.

Non-profit organizations have governing boards of directors. These are often volunteers. They are not often trained in board governance.

But, given the great responsibility of a non-profit board of directors, board members should engage in board training or independent learning about the role and responsibilities of a board member.

I’ve seen many non-profit organizations find themselves in trouble because of a board that doesn’t fulfill its duties to the organization. In the first four months of 2025, I’ve been approached by a higher-than-typical number of people asking for advice on board operations. This makes me happy to know people are taking their roles seriously and seeking additional information.

For every person who has reached out with questions, I suspect there are more who have similar concerns and questions, and even more who don’t know they are not properly governing the non-profit organization they serve.

There are many responsibilities of a board member, some with legal implications attached for the organization and individual directors.

I am going to write in detail about the top two areas of responsibility that I have seen most often lead to the downward spiral of non-profit organizations, with the hopes of spurring board members of non-profit organizations and directors to assume greater accountability in their involvement with a board of directors.

Board members have fiduciary responsibility and oversight. They should regularly review financial statements (a statement of activities and balance sheet, monthly, at a minimum) and seek to understand the numbers they are looking at. They should ensure proper controls are in place and hold the paid staff to a high level of fiduciary accountability. They are to approve the annual budget, monitoring and adjusting it as necessary.

This is not micromanagement.

Fiduciary responsibility is an important role of a board member and can have significant implications if mismanaged. Directors and treasurers of non-profit organizations should be willing and able to provide all financial details and information accurately and in a timely manner. The only assumptions I can make when this information is not provided are that the director is either hiding something, incompetent, or lazy. Then, it is the board’s responsibility to address those issues.

Board members also have legal responsibility and oversight. They are responsible for ensuring the organization complies with all laws and with their own by-laws and articles of incorporation. Board members should ensure that all reports and filings are done accurately and by deadlines. This does not mean that board members should be attorneys, but they should know when to seek additional legal counsel.

I’ve seen too many non-profit organizations operate in ways that don’t align with their own by-laws. By-laws exist for a reason and when followed, can help keep the organization out of legal or other trouble, like mission creep or fraud. Every board member should insist that proceedings and activities of the organization follow the processes laid out in the organization’s by-laws.

Editing by-laws is a necessary part of non-profit management and health, but should also be done according to the by-laws and articles of incorporation. An example of one common way organizations are misaligned with their by-laws is the allowance of email votes, when the by-laws explicitly state in-person voting only.

Board members have other responsibilities as well. Things like strategic planning, board development and governance, advocacy for the organization, policy and program oversight, resource development, and executive oversight.

This information isn’t meant to scare anyone about their role on a board of directors. The need for board volunteers is immense, and these positions are often difficult to fill, especially with good board members who understand and fulfill their duties, who add value to the board, and who are there for the best interest of the organization’s mission and not personal gain.

My goal with this is to encourage board members to take a more proactive role in the ways they serve, and to encourage the paid staff of non-profit organizations to educate their board members about their expectations and responsibilities, and to help them hold the paid staff accountable by providing honest and accurate information. When both of those things happen, boards of directors are much stronger and can get much closer to consistently delivering their mission and adding the value they desire to add.