In a nonprofit corporation, directors and officers play distinct but complementary roles in keeping the organization compliant, effective, and mission-focused.

In a nonprofit corporation, directors and officers play distinct but complementary roles in keeping the organization compliant, effective, and mission-focused. The board of directors is responsible for overall governance: appointing the officers, setting policy, safeguarding the nonprofit’s charitable purpose, overseeing finances and adopting/approving the budget, hiring and evaluating executive leadership, and ensuring the organization complies with legal and fiduciary duties. Officers, by contrast, handle day-to-day management and execution of the board’s vision, with roles typically including a president or executive director, vice president, treasurer, and secretary, each carrying specific operational responsibilities defined by the bylaws. While directors focus on the “big picture” and long-term strategy, officers translate those decisions into action, making it essential that both understand their respective duties to avoid overlap, confusion, or liability.

If you are a director or officer of a nonprofit corporation and have questions about your role and duties, give us a call at 253.858.5434 to see how we can help.