Nonprofit Board Positions: Officers, Duties, and Whether They Are Paid

A nonprofit board has two kinds of position: the officers, usually a chair, a secretary and a treasurer, with a vice chair at many organizations, and the directors who hold no office. This guide sets out what each position does, what state law actually requires, what a treasurer and a secretary should and should not do, and whether board members can be paid, with the federal rules that apply if they are.

The board positions, and what each one does

Every officer is also a director, with the same vote and the same duties of care, loyalty and obedience as everyone else on the board. The office adds a job, not more authority. The board’s legal duties are in nonprofit board of directors.

Which officers the law requires

State law decides which offices you must have, and your bylaws fill in the rest. Two examples show how much states differ:

• California. A public benefit corporation must have a chair of the board or a president, or both; a secretary; and a treasurer or chief financial officer, or both, under Corporations Code section 5213. One person may hold several offices, but whoever is secretary, treasurer or chief financial officer cannot also be the president or the chair. Unless the bylaws say otherwise, the president, or the chair if there is no president, is the corporation’s chief executive.
• New York. The board may elect a chair or president, vice presidents, a secretary, a treasurer and other officers, under Not-for-Profit Corporation Law section 713, and any two or more offices may be held by one person except president and secretary.

So a two-person founding board that has one person as both chair and treasurer would be fine in New York and not allowed in California. Check your own state’s nonprofit corporation law, then write the offices, how they are elected and their terms into your bylaws. How many directors you need is a separate question, covered in how many board members a nonprofit needs.

What a nonprofit treasurer does

The treasurer is responsible for the board’s oversight of the money, not for handling it. In a charity with staff, the bookkeeper or finance manager reports to the executive director, and the treasurer makes sure the board understands what the numbers say. The core of the job:

1. Review the monthly or quarterly financial statements, and ask about anything unexpected before the board meeting. See financial statements.
2. Present the finances to the board in plain language: cash, how the year compares to budget, and anything the board must decide.
3. Lead the board’s review of the annual budget, prepared by staff. See nonprofit budget template.
4. Make sure controls exist: two people involved in payments, bank reconciliations done by someone who does not sign cheques, and a second signer for large payments. See banks for nonprofits.
5. Oversee the audit or review if you have one, often as chair of the finance or audit committee. See nonprofit audit.
6. Make sure the Form 990 is filed on time and that the board sees it before it goes. See Form 990.

In a volunteer-run organization with no staff, the treasurer often does the bookkeeping too. That is common and sometimes unavoidable, but it removes a check, so have another director review the bank statements each month.

What a nonprofit secretary does

The secretary makes sure there is an accurate record of what the board decided. That means minutes for every meeting, approved at the next one, notices of meetings sent as the bylaws require, and the governing documents (articles, bylaws, policies and past minutes) kept where the board can find them. Form 990 asks about this directly: Part VI line 8 asks whether the organization documented every meeting and written action of the board contemporaneously, which the instructions define as by the later of the next meeting or 60 days afterwards. A format is in board meeting minutes.

The chair and the executive director

The most important working relationship in most nonprofits is between the chair and the executive director. The chair leads the board; the executive director leads the staff. The chair does not supervise the executive director alone; the whole board does, usually through an annual review that the chair organizes. When the two roles blur, problems follow. See executive director vs CEO and, for where each box sits, the nonprofit org chart.

Do nonprofit board members get paid?

Usually not, though no federal rule forbids it. Form 990 Part IX line 5 reports the pay of current officers, directors, trustees and key employees, which includes a paid executive director. We analysed it for every 501(c)(3) that files the full return:

More than half of these charities pay nobody in that group anything, and below $250,000 in revenue four in five do not. Because the figure includes executive directors, the share paying directors for board service is far smaller still. The IRS’s own governance guidance does not ban paying directors, but it says a board should include independent members and that a charity may not pay more than reasonable compensation. Three rules make paying directors costly in practice:

• Independence. A director paid as an officer or employee, or paid more than $10,000 as a contractor, is not independent for Form 990 Part VI line 1b. Funders and watchdogs read that number.
• Liability. The federal Volunteer Protection Act protects volunteers, including directors and officers, but defines a volunteer as someone who receives no compensation beyond reasonable expense reimbursement and nothing else of value worth more than $500 a year. Pay a director more than that and they lose its protection. See nonprofit insurance.
• Excess benefit. If a director or officer is paid more than the value of what they provide, section 4958 imposes a tax on them of 25% of the excess, rising to 200% if it is not corrected, and 10% on any manager who knowingly approved it, up to $20,000.

Reimbursing directors’ reasonable expenses for board work, such as travel to meetings, is normal and does not count as pay.

If you pay an officer or executive

The safe route is the rebuttable presumption in Treasury Regulation 53.4958-6. Pay is presumed reasonable if it was approved in advance by board members with no conflict of interest, who relied on comparable pay data and documented their decision at the time. Form 990 Part VI line 15 asks whether the process for setting the chief executive’s and other officers’ pay included exactly those three steps. Comparable data for charities is in charity CEO salaries and nonprofit executive compensation, and the conflict rules belong in your conflict of interest policy.

Board positions at a brand-new nonprofit

A founding board of three often has exactly three officers: a chair, a secretary and a treasurer, one each. That works, so long as your state allows the combination you choose and the founder is not every officer at once. If the founder is also the executive director, it is usually better for someone else to chair the board, so that the person being supervised is not leading the supervision. As the board grows, add a vice chair to take over from the chair, and committee chairs as committees form. Write the officers into the first bylaws and elect them at the first board meeting, recorded in the minutes, because banks and state filings will ask who they are.

Committees and their chairs

• Executive committee: officers who can act between meetings. Limit its powers in the bylaws; Form 990 asks you to explain one with broad authority.
• Finance and audit: usually chaired by the treasurer. Larger organizations separate audit so it can oversee the auditor independently.
• Governance or nominating: recruits and trains directors, runs board evaluations, proposes officers.
• Fundraising or development: leads the board’s own giving and asking. See fundraising plan.

Electing officers and setting terms

1. Put the process in the bylaws: which offices exist, who elects them (usually the board), the term, and the maximum number of consecutive terms.
2. Use the governance committee to propose a slate, and let any director nominate from the floor.
3. Record the election in the minutes, and update your bank signatories and state filings straight away.
4. Plan succession. A vice chair or chair-elect who will take over makes the transfer smooth. For staff succession see emergency succession plan.

Officer job descriptions you can adapt

Short written descriptions prevent most officer problems. Each should say the purpose of the role, the main duties, the time it takes, the term, and who it works with. For example, a treasurer’s might read: “Oversees the organization’s finances on behalf of the board. Reviews monthly statements with the finance manager, presents a financial report at each board meeting, leads the board’s review of the annual budget and audit, and chairs the finance committee. About four hours a month. Two-year term, renewable once.” Recruiting for the roles is easier with a board matrix, and people looking to join a board can start with how to become a board member.

Where the figures come from

The pay figures are our analysis of the IRS Statistics of Income extract of Form 990 returns, Part IX line 5, for 269,686 501(c)(3) organizations that file the full return. Script: bin/analyse_soi_officer_pay.py. Statutes and regulations were read at source, and the Form 990 instructions and IRS governance guidance on irs.gov, on 18 October 2026. State law varies and this page is not legal advice.

This is reference information, not legal or tax advice. Rules vary by state and change over time. For a decision that carries real consequences, check the current text at irs.gov or your state registry, and talk to a nonprofit attorney or CPA.