The University of Iowa


The board of directors is the cornerstone of a nonprofit’s success. Here are links to information on selection of board members, drafting bylaws, running board committees, board retreats, and other important board issues.

Principles & Practices Citation 

V. Board of Directors

A. Principle - Board Responsibilities

Each charitable nonprofit must have a board. Except as otherwise provided (by law and the government document), all corporate powers shall be exercised by or under the authority of, and the affairs of the charitable nonprofit managed under the direction of its board. (See Iowa Code section 504.801 for nonprofit corporations, Iowa Code section 633.A4101 et seq. for trusts). The board should be active.



  1. A board of directors’ primary responsibilities are to determine the organization’s mission and its policies, to set the organization’s overall program for the year and engage in long range planning, establish the fiscal policy, provide adqeuate resources for the activities of the organization; select, evaluate and if necessary, terminate the appointment of the chief executive, and develop and maintain communication links to its constituencies and the community.
  1. The board should avoid involvement in day-to-day operations of the charitable nonprofit, although it is recognized that for smaller nonprofits, with no paid staff, this is not possible.
  2. The board sets organizational policies and monitors compliance with them. In making policies for a charitable nonprofit, a board is setting objectives against which to measure the organization. Setting and monitoring policy protect directors from liability where they act in good faith and with due care.

Frequently Asked Questions about Governance