The Role of the NED – NFP Board

The sample below provides a comprehensive overview of the skills, attributes and duites required of a Non-Executive Director on the board of a Not for Profit.


Position Title:

Non-Executive Director


Provide governance to the organisation, represent it to the community and accept responsibility for its success and sustainability.


Knowledge and skills in one or more areas of board governance, e.g. policy, finance or other resource management; plus board-specific criteria here.


Board members (directors) are elected by the membership at the Annual General Meeting; directors serve for a xx year term. Directors may be elected for xx additional terms.


  • Commitment to the work of the organisation.
  • Willingness to serve on at least one committee and actively participate.
  • Attendance at Annual General Meeting.
  • Be informed of the services provided by the organisation and publicly support them.
  • Prepare for and participate in the discussions and the deliberations of the Board.
  • Be aware of and abstain from any conflict of interest.
  • Behave at all times in a way that is consistent with the values of the organisation.
  • Make a financial contribution to affirm belief in the organisation’s goals.

Major Duties:

  • Govern the organisation by broad policies developed by the Board.
  • Establish overall long and short-term goals, objectives and priorities for the organisation in meeting the needs of the community.
  • Promote the organisation membership through relevant networking.
  • Be accountable to the funders for the services provided and funds expended.
  • Monitor and evaluate the effectiveness of the organisation through a regular review of programs and services.
  • Provide candid and constructive criticism, advice and comments.
  • Approve major actions of the organisation, such as capital expenditure and major program and service changes.
  • Stay up to date and actively monitor changes in the operating environment that impact on the organisation.
  • Annually review the performance of the Board and take steps to improve its performance.
  • Seek nominations for election to the Board when appropriate.
  • Prepare for and participate in the discussions and the deliberations of the Board.
  • Foster a positive working relationship with other board members, and organisation staff.
  • Be aware and abstain from any conflict of interest.
  • Be assured that management succession is properly being provided.
  • Appoint independent auditors subject to approval by members.
  • Review compliance with relevant material laws affecting the organisation.


With acknowledgment to: David Fishel (2003). The Book of the Board – Effective Governance for Non-Profit Organisations. The Federation Press.

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