The duties of the president of a nonprofit corporation are defined by federal and state law, as well as by the articles of incorporation and bylaws of the organization itself. The laws that govern the creation, organization and operation of a nonprofit corporation are those of the state within which it is established. Applicable federal law pertains primarily to matters of tax exemption, accounting and financial reporting; they are enforced by the Internal Revenue Service, or IRS, and the Securities and Exchange Commission, or SEC. Because they are created to serve some public benefit, nonprofit corporations and their presidents not only have to follow many of the same rules as for-profit corporations, but are held to additional standards as well.
Officers of Nonprofit Corporations
Most states require that a nonprofit corporation elect a president, secretary and treasurer, but allow that two of those offices may be held by a single person, although the roles that are traditionally combined are those of secretary and treasurer. Many states also allow for the election of one or more vice presidents. State law also typically provides that the duties the officers of the nonprofit corporation, including those of its president, are those enumerated in its bylaws.
State law generally provides that the president and other officers of a nonprofit corporation have a fiduciary duty to the corporation and to its members, or stakeholders, a high standard of duty that prohibits self-dealing or holding any interests that conflict with those of the nonprofit entity and its stakeholders.
Duties under the Bylaws
The bylaws of nonprofit corporations typically provide that its president shall serve as its principal executive officer, reporting directly to the board of directors. Thus, unless unusual bylaw provisions state otherwise, the president is responsible for overall supervision and control of all functions of the organization. It is also customary that the president preside over board-of-directors meetings when present. The president typically has general signature authority as well. The bylaws usually provide that the president be elected by the board of directors and that the president, as with any other officer, may be removed from office by the board at any time and without cause.
Because many nonprofit organizations are specifically organized for tax exemption, the IRS has played an increasingly important role in defining the duties of officers and directors of such organizations. The IRS has issued increasingly comprehensive publications relating to such issues as maintaining organizational documents, board oversight of officers, including presidents, executive compensation and conflicts of interest. In addition, the Sarbanes-Oxley Act of 2002 enacted by congress to protect investors from the possibility of fraudulent accounting activities by corporations has impacted nonprofits corporations as well, as it provides provisions concerning such issues as internal financial control, corporate governance and transparency, all of which affect the duties of presidents of nonprofits.
References & Resources
- Harvard University, Hauser Center for Nonprofit Organizations: State Nonprofit Corporation Act Requirements
- Internal Revenue Service: Governance and Related Topics – 501(c)(3) Organizations
- BoardSource, Independent Sector: The Sarbanes-Oxley Act and Implications for Nonprofit Organizations
- Internal Revenue Service: IRS Stay Exempt, Tax Basics for Exempt Organizations
- Internal Revenue Service: Online Courses at StayExempt.irs.gov
- Internal Revenue Service: Life Cycle of an Exempt Organization
- Internal Revenue Service: Sample Conflict of Interest Policy
- Internal Revenue Service: EO Determinations CPE-Governance
- Nonprofit Quarterly
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