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.