Board Member Roles & Responsibilities

CHAIRPERSON 

(President / Board Chair)

Key Function: Leadership, facilitation, and representation

Voting Status: Yes

Term as Board Director: Three (3) years, renewable once (maximum of six consecutive years total)

Term as Chairperson (Officer Role): Two (2) years, renewable once (maximum of four consecutive years as Chair)

Primary Responsibilities:

• Preside over all Board meetings and ensure productive, respectful dialogue

• Set meeting agendas in collaboration with the CEO and Secretary

• Ensure the Board fulfills its governance responsibilities and strategic goals

• Represent the Board at internal and external events

• Serve as the primary liaison between the Board and the CEO

• Support Board recruitment, orientation, and succession planning

• Call special or emergency meetings when necessary

• Serve as a tie-breaker in Board votes, if needed (per bylaws)

• Sign official documents and resolutions on behalf of the Board

Key Qualifications:

• Prior nonprofit board or leadership experience preferred

• Strong facilitation and consensus-building skills

• Deep commitment to the mission and organizational values

• Ability to maintain confidentiality and handle sensitive matters with discretion

• Emotional intelligence and conflict resolution skills

Time Commitment:

• Monthly Executive Team meetings (required)

• Quarterly Board meetings (required)

• Regular check-ins with CEO (1-2 times per month)

• Committee participation as needed

• Estimated 8-12 hours per month

Ideal For: Someone with strong facilitation skills, high integrity, deep belief in the mission, and the capacity to hold both compassion and accountability.

VICE CHAIRPERSON 

(Vice President / Vice Chair)

Key Function: Support, succession, and special projects

Voting Status: Yes

Term as Board Director: Three (3) years, renewable once (maximum of six consecutive years total)

Term as Vice Chairperson (Officer Role): No specific term limit in bylaws (serves at the pleasure of the Board)

Primary Responsibilities:

• Support the Chairperson in all leadership duties

• Step in to lead meetings when the Chairperson is unavailable

• Coordinate special initiatives, ad hoc committees, or task forces as assigned

• Act as a sounding board and thought partner for the Chairperson

• Serve as acting Chairperson during vacancies or transitions

• May serve as liaison to specific staff members, volunteers, or committees if delegated

• Maintain readiness to succeed the Chairperson if necessary

Key Qualifications:

• Collaborative leadership style with flexibility and adaptability

• Willingness to step into leadership when needed

• Strong organisational and project management skills

• Calm, steady presence during transitions or crises

Time Commitment:

• Monthly Executive Team meetings (required)

• Quarterly Board meetings (required)

• Special projects or committee work as assigned

• Estimated 5-8 hours per month (more during Chairperson's absence)

Ideal For: A collaborative leader with flexibility, strong communication skills, and a calm, steady presence.

TREASURER

Key Function: Financial stewardship and oversight

Voting Status: Yes [Proposed Change: No]

Term as Board Director: Three (3) years, renewable once (maximum of six consecutive years total) [Proposed Change: Indefinite]

Term as Treasurer (Officer Role): Two (2) years, renewable once (maximum of four consecutive years as Treasurer) [Proposed Change: Serves at the Discretion of the Board & Willingness of Member]

Primary Responsibilities:

• Serve as Chair of the Finance & Audit Committee

• Review and present financial reports, budgets, and statements to the Board

• Monitor the organization's financial health and sustainability

• Work closely with the CFO to ensure transparency, accuracy, and compliance

• Advise on financial planning, investment strategy, and reserve management

• Ensure timely filing of IRS Form 990 and state annual reports

• Oversee annual audit or financial review processes

• Alert the Board to financial risks, trends, or concerns

• Ensure financial policies and internal controls are followed

Key Qualifications:

• Experience in accounting, finance, nonprofit financial management, or fiscal oversight [Proposed Change: MUST HAVE expert-level experience in ...]

• Ability to read and interpret financial statements (balance sheets, income statements, cash flow)

• Understanding of Generally Accepted Accounting Principles (GAAP) and nonprofit accounting standards

• Detail-oriented with strong analytical skills

• Commitment to transparency and ethical stewardship

Time Commitment:

• Monthly Executive Team meetings (required)

• Quarterly Board meetings (required)

• Finance & Audit Committee meetings (at least quarterly)

• Regular collaboration with CFO (1-2 times per month)

• Estimated 6-10 hours per month

Ideal For: Someone detail-oriented and numbers-savvy who cares deeply about the ethical use of funds and can translate financial data into strategic insights.

SECRETARY

Key Function: Governance record-keeping and communications

Voting Status: Yes

Term as Board Director: Three (3) years, renewable once (maximum of six consecutive years total)

Term as Secretary (Officer Role): Two (2) years, renewable once (maximum of four consecutive years as Secretary)

Primary Responsibilities:

• Maintain accurate, complete minutes of all Board and Executive Committee meetings

• Ensure meeting minutes are reviewed, approved, and stored securely

• Distribute meeting agendas, supporting materials, and reminders in advance

• Maintain official records of the organization (bylaws, resolutions, board terms, committee appointments)

• Track Board member attendance, term limits, and committee assignments

• Ensure Board compliance with notice requirements and quorum rules

• File required reports with the Oregon Secretary of State

• Serve as custodian of the organization's corporate seal (if applicable)

• Certify official documents and resolutions as needed

Key Qualifications:

• Highly organized with strong attention to detail

• Excellent written communication skills

• Ability to capture key discussion points and decisions accurately

• Comfortable managing digital records and document systems (Google Workspace, shared drives)

• Timely and dependable

Time Commitment:

• Monthly Executive Team meetings (required)

• Quarterly Board meetings (required)

• Time to prepare and distribute minutes after each meeting

• Estimated 5-7 hours per month

Ideal For: Someone organized, timely, and comfortable managing information flow while maintaining confidentiality.