1. What Is a Nonprofit Board of Directors?

Your board of directors is the nonprofit's governing body. While staff and volunteers handle day-to-day operations, the board is responsible for protecting the mission, stewarding resources, and guiding long-term strategy.

In California, you can legally form a nonprofit corporation with as few as one director. However, for 501(c)(3) status and strong governance, it's considered best practice to have at least three unrelated directors.

Most nonprofits operate with 5--15 board members, depending on size and complexity. As your organization grows, your board should grow in expertise and diversity as well.

2. What the Board Actually Does

Uphold the Mission & Purpose

The board ensures every major decision supports the organization's mission. This includes reviewing programs, approving strategic plans, and evaluating outcomes to confirm you are truly serving your community.

Hire, Support & Evaluate the Executive Director

The board doesn't manage daily operations--that's the executive director's job. Instead, the board hires this leader, sets their compensation (which must be reasonable under IRS rules), evaluates their performance, and provides strategic support.

Recruit & Onboard New Board Members

A healthy board replenishes itself. Many nonprofits use a nominating or governance committee to identify and vet new directors, focusing on skills gaps, diversity, term expirations, and leadership succession.

Financial Oversight & Accountability

Directors are responsible for the long-term financial health of the nonprofit. This includes reviewing and approving budgets, monitoring financial reports, overseeing internal controls, and approving major contracts or expenditures.

Fundraising & Resource Development

While staff may lead daily fundraising, board members usually help open doors, attend events, make introductions, and often make personally meaningful financial contributions of their own.

Legal & Ethical Compliance

Boards ensure the organization meets California and federal legal requirements, maintains records, and operates transparently. That includes filings with the IRS, California Secretary of State, and Attorney General's Registry of Charitable Trusts.

Protect the Organization's Reputation

Board members serve as ambassadors, building trust with donors, partners, and the public. Their conduct reflects on your nonprofit's credibility and can directly impact funding opportunities.

Identify & Manage Conflicts of Interest

Every nonprofit should have a written conflict-of-interest policy. The board must enforce it, require annual disclosures, and ensure that any director with a conflict recuses themselves from related votes.

3. Legal Fiduciary Duties in California

California law requires nonprofit directors to uphold three core fiduciary duties.

Duty of Care

Directors must make informed decisions, attend meetings, review materials, and ask questions before voting. You are expected to act as a reasonably careful person would in a similar situation.

Duty of Loyalty

Directors must put the nonprofit's interests ahead of personal gain. Conflicts of interest must be disclosed and managed, and directors should avoid using their position for personal benefit.

Duty of Obedience

Directors must ensure the organization follows applicable laws, adheres to its mission, and operates within the Articles of Incorporation and bylaws.

4. Board Officers in California: What's Required?

California requires nonprofits to have at least three officers:

• President (or Chair)
• Secretary
• Treasurer (or Chief Financial Officer)

One person may hold more than one office, but for strong governance and IRS expectations, it's better to spread these roles across multiple people.

President / Board Chair (Required)

Key duties:

• Leads board meetings and sets agendas (often with the executive director)
• Ensures the board fulfills its governance responsibilities
• Signs key documents and represents the board to external stakeholders

Time commitment: typically 4--10 hours per month, more during intensive seasons.

Term length (best practice): 2-year term, renewable, often limited to 2--3 consecutive terms.

Paid or unpaid: almost always unpaid; paying the board chair requires careful documentation and may draw IRS scrutiny.

Vice President / Vice Chair (Optional but Recommended)

Key duties:

• Supports the president and may chair committees
• Often serves as successor for the president's role

Time commitment: about 2--5 hours per month.

Term length: often 1--2 years, sometimes stepping into the president role afterwards.

Secretary (Required)

Key duties:

• Prepares and maintains board meeting minutes
• Manages notices of meetings and corporate records
• Helps ensure compliance with California's recordkeeping rules

Time commitment: typically 2--6 hours per month, depending on meeting frequency.

Term length: commonly 2 years; can be renewed as needed.

Compensation: unpaid, with reimbursement for reasonable expenses.

Treasurer / Chief Financial Officer (Required)

Key duties:

• Oversees budgeting and financial reporting
• Reviews financial statements and cash flow
• Works with outside accountants or bookkeepers (such as Tandy Consulting Inc.)

Time commitment: usually 3--8 hours per month, with heavier involvement during budget and audit cycles.

Term length: commonly 2 years, with a recommended maximum of 2--3 consecutive terms for continuity and accountability.

Compensation: generally unpaid; any compensation must be reasonable and carefully documented to avoid IRS issues.

5. Term Lengths, Term Limits & Compensation

Board Term Lengths & Limits

California does not prescribe specific term lengths or limits. These are set in your bylaws. Common patterns:

• Term length: 2-year or 3-year terms
• Term limits: 2--3 consecutive terms before a required break
• Staggered terms: not all board members rotate off at once

Paid vs. Unpaid Board Members

Most California nonprofit board members serve as volunteers. They may receive reimbursement for reasonable expenses (for example, mileage, travel, supplies), but do not share in profits.

The IRS allows compensation for board service but expects it to be rare, reasonable, and well documented. When in doubt, assume board members will be unpaid volunteers.

Average Time Commitment

For small and mid-sized nonprofits, typical commitments look like:

• General board members: 2--5 hours per month; 6--10 hours during fundraising or planning seasons
• Officers: 4--10 hours per month, depending on role and organizational activity
• Meetings: 6--12 board meetings per year, plus committee meetings as needed

6. Electing Board Members & Filling Vacancies

Electing New Board Members

Most nonprofits follow a structured election process:

• Form a nominating or governance committee to identify and screen candidates.
• Review qualifications for mission alignment, availability, independence, and skills.
• Hold an election meeting in line with your bylaws, quorum rules, and notice requirements.

Filling Vacancies

When seats open mid-term, your bylaws should outline how to appoint replacement directors. Strong candidates often come from:

• Long-standing volunteers
• Consistent donors and ambassadors
• Community and industry leaders
• Professionals with legal, financial, HR, or program expertise

7. Support for California Nonprofits

Tandy Consulting Inc. helps nonprofits across California with:

• Nonprofit formation and Articles of Incorporation
• 501(c)(3) exemption applications
• Bylaws and conflict-of-interest policies
• State and IRS compliance and registrations
• Board training and governance support
• Fractional CFO and financial oversight services

If you're forming a nonprofit or strengthening an existing board, we can help you design the right structure, terms, and policies from day one.