The Role of the Board of Trustees vs. the Board of Directors | BoardEffect (2024)

The roles of the board of trustees vs. board of directors are similar, making it common for people to use the terms interchangeably. While both positions have a strong role in governance, distinct differences set them apart. Regardless of the title, the roles and responsibilities for both positions are outlined in the bylaws.

Today, good governance is in the spotlight in every type of business and organization.Board management softwareis the best way for boards to fulfill their fiduciary duties and remain responsible stewards andleaders.

What Is a Board of Trustees?

A board of trustees is a group appointed to preside over a nonprofit, charitable foundation or business. Trustees are usually not paid for their duties, but they sometimes are. They usually have or formerly had other careers and are happy to provide their expertise to a charitable organization.

The most common types of organizations that would use trusteesare:

  • Hospitals
  • Universities
  • Nonprofit organizations
  • Local governments

Trustees are not allowed to engage in self-dealing, which means they may not engage in transactions that benefit them.

What Does a Board of Trustees Do?

A charitable trust is a trust that distributes its assets to a charity. The role of the trustees is tooverseea charitable trust.

Trustees are held to a higher fiduciary standard than other board directors. Their primary duty is to thebeneficiaries of a trust. This is an important distinction because trustees may be held personally liable for simple acts of negligence even if they made decisions in good faith.

Something that separates trustees from board directors is they must abide bycharitable trust laws. Some states have charitable trust acts, and these regulations differ substantially from the laws that govern nonprofits.

Trustees are generally responsible for the following duties:

  • Participating in fundraising
  • Giving an annual donation
  • Maintaining donor loyalty
  • Supporting the community
  • Representing stakeholders
  • Serving as ambassadors for the nonprofit
  • Assisting in annual strategic planning
  • Upholding the organization’s reputation

What Is a Board of Directors?

The term “board of directors” is connected with public companies, private companies or nonprofit organizations. Board directors may either be appointed or elected. It is common for board directors of corporations to be paid for their time, yet nonprofit board directors are nearly always volunteers.

What Does a Board of Directors Do?

Board members have fiduciary duties to hold them accountable for sound governance. They represent the best interests of the shareholders and stakeholders at all times.

Some of the common duties of a board director include:

  • Recruiting and hiring the CEO or executive director
  • Monitoring the CEO or executive director, providing performance evaluations, and firing them if necessary
  • Supporting the executive director in their duties
  • Establishing policies
  • Strategizing and setting goals
  • Assisting in building brand recognition
  • Fundraising
  • Giving an annual donation
  • Upholding ethical business practices

What Are the Differences Between the Board of Directors and the Board of Trustees?

While a board of directors and a board of trustees share some similar duties and responsibilities, there are a fair number of differences between them. The difference between the board of directors and the board of trustees are as follows:

  • A board of trustees presides over a private business, nonprofit organization or charitable foundation, whereas a board of directors may preside over a public corporation, private business or nonprofit.
  • A board of trustees serves as a volunteer, whereas a board of directors may be paid if they serve on a corporate board.
  • A board of trustees primarily operates in an advisory capacity leaving decision-making to the senior leadership, whereas a board of directors is responsible for decision-making.
  • A board of trusteesengageswith donors and members of the public, whereas a board of directors for a corporation or nonprofitrepresentsthe interests of investors and stakeholders.
  • A board of trustees does not have a financial interest in the organization they serve, whereas a board of directors may own stock in a company that is not a nonprofit.
  • A board of trustees advises senior leadership on financial matters. Yet, their primary role is upholding the mission and overseeing assets, whereas a board of directors oversees an organization’s financial decisions and aims to maximize profits.

Board of Trustees vs. Board of Directors

Board of TrusteesBoard of Directors
Type of OrganizationPrivate business, nonprofit organization or charitable foundationPublic corporation, private business or nonprofit
Primary RoleUpholding mission and overseeing assetsOverseeing financial operations and maximizing profit
CompensationServe on a volunteer basisMay be paid
ScopeOperates in an advisory capacityDirectly responsible for decision-making
FunctionEngages with donors and members of the publicDefends the interests of stakeholders and investors
Financial InterestNo financial affiliationMay hold stock in organization they’re representing

Board Management Software Is an Important Tool for Board Trustees and Directors

In addition to performing as effectively as possible, board directors and trustees owe it to their shareholders and stakeholders to work as efficiently as possible. The best way to do that is to take a modern approach toboard managementby digitizing their duties as much as possible.

Digital tools such as a highly-secure board management solution make it possible to cut down the hours required to create board books and agendas, find documents, take meeting minutes, and much more. Last-minute changes for agendas and board books can quickly be made electronically.

With a board management system, automatic notifications ensure that trustees and board members will be held accountable for completing tasks assigned to them.

Trustees and board members can access board information using an electronic device anywhere in the world.

Frequently Asked Questions (FAQs)

Can the board of directors be called the board of trustees?

No, the two terms are not intended to be interchangeable because of the distinct differences in the roles.

What is the head of a board of trustees called?

The head of a board of trustees is called the chairperson.

Who are the members of a board of trustees?

Members of a board of trustees may be community leaders, businesspeople in the community, alumni of a university, religious leaders or other prominent leaders who can offer diverse perspectives.

What positions are there on a board of trustees?

The positions on a board of trustees include:

  • Chairperson
  • Vice-chairperson
  • Secretary
  • Treasurer
  • General trustee or general board member
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The Role of the Board of Trustees vs. the Board of Directors | BoardEffect (2024)

FAQs

The Role of the Board of Trustees vs. the Board of Directors | BoardEffect? ›

Trustees are held to a higher fiduciary standard than other board directors. Their primary duty is to the beneficiaries of a trust. This is an important distinction because trustees may be held personally liable for simple acts of negligence even if they made decisions in good faith.

What's the difference between a board of trustees and a board of directors? ›

One of the fundamental differences between these two boards is that a board of trustees presides over a nonprofit organization or private group. For example, they might oversee a hospital or charity. In comparison, a board of directors typically works with a public corporation or company.

Why do people want to be on board of trustees? ›

You can use your expertise and skills as a board member to make a difference in a company, industry, community, and possibly, in a lot of individual lives – especially if you work with a non-profit organization. And collaborating with and mentoring passionate and motivated people can also be invigorating.

What is the goal of a board of trustees? ›

The board monitors the organization's adherence to all laws and regulations. The board adopts policies and procedures to create a culture of legal and ethical standards that guide every aspect of the organization and established bylaws and policies for effective governance and fiscal oversight.

What is the difference between a board member and a board of directors? ›

A board of directors is the governing body of an organization (called the board ) of an incorporated firm. The board is a group of elected individuals (its members, also known as directors) acting as fiduciaries on behalf of the organization, its shareholders, and other interested stakeholders.

What is the main role of board of directors or board of trustees? ›

A board of trustees advises senior leadership on financial matters. Yet, their primary role is upholding the mission and overseeing assets, whereas a board of directors oversees an organization's financial decisions and aims to maximize profits.

What is the highest position on the board of trustees? ›

Chair of the board

The chair is the highest-ranking person on the board.

How much power does a board of trustees have? ›

A board of trustees is an appointed or elected group of individuals that has overall responsibility for the management of an organization. The board of trustees is typically the governing body of an organization and seeks to ensure the best interest of stakeholders in all types of management decisions.

Do board of trustees make money? ›

Members of a board of trustees often volunteer their time instead of taking a salary. However, some receive a salary, or other forms of compensation like reimbursem*nts or stipends.

What are the disadvantages of being on the board of directors? ›

Limited ability to interact with the company

Being a board member limits your abilities to enter into business transactions with the company. You as well as the people related to you, such as your company, siblings, parents, children, would not be allowed to do business with the company unless certain exceptions apply.

What are the benefits of being on a board of trustees? ›

The Benefits of Serving on a Board
  • Inside exposure to a different company's operation. ...
  • Expanded relationships. ...
  • You are able to leverage you experience. ...
  • A sense of accomplishment in seeing others (who don't report to you) succeed. ...
  • Compensation and potentially some unique benefits.
Jun 4, 2024

Can a trustee be a director? ›

The Companies Act 2006 defines a company director as “any person occupying the position of director, by whatever name called”. If the company is charitable the directors are also charity trustees at law.

What are the qualities of a board of trustee? ›

Trustees should be willing to commit to continuing trustee professional development. Trustees need to be able to concentrate on policy issues and to set a vision for the future for the college – where it needs to be in 10 or 15-years. Trustees need to set goals to help the college achieve that vision.

What are the three main roles of the board? ›

A board of directors has three formal responsibilities. They are to oversee the management of the company, to approve corporate strategy, and to make sure the financial statements are accurate. In order to do these things, they need to be able to understand financial statements and have knowledge of business law.

Who typically sits on a board of directors? ›

For publicly traded companies, boards typically comprise executive, nonexecutive, and independent directors elected by shareholders. This is known as a one-tier board structure. The board of directors often includes the CEO and sometimes the CFO of the company.

What are the four kinds of board members that you need? ›

Four Types of Board Members – And Why You Should Recruit Each
  • Curtain Raisers. No matter how well-networked you are, odds are that you yourself do not know everyone in the community who might be receptive to aiding your organization in some big way. ...
  • Friend Raisers. ...
  • Barn Raisers. ...
  • Consciousness Raisers.
Nov 16, 2017

Can a Trustee be a director? ›

The Companies Act 2006 defines a company director as “any person occupying the position of director, by whatever name called”. If the company is charitable the directors are also charity trustees at law.

What is a board of trustees for a church? ›

Trustees are elected by congregation to help manage and care for the facility and grounds and the organizational life of the congregation. They are employing wisdom to ensure that the care for and best use of the resources that God has given to the church.

Is the board of trustees above the president? ›

Roles and Responsibilities of the Board of Trustees

The board is responsible for strategic planning and oversight of the CEO or president, who is responsible for carrying out the plans of the board of trustees. Under the leadership of the board chair, the trustees offer advice and counsel to the CEO or President.

Do college board of trustees get paid? ›

Trustees receive a stipend based on the number of full-time students enrolled in the District in the prior academic year (California State Education Code 72024.) Trustees are also eligible for health and welfare benefits. A report on these expenses are given annually in a public board meeting.

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