Roles and Responsibilities of Board Members

Approved and Adopted 12/9/2025

The Board of Directors (“Board”) of Community Action Network (“CAN”) is a governing board with legal and fiduciary responsibilities to CAN. The roles and responsibilities outlined below are intended to guide each current and prospective board member, and to provide an understanding of what is expected from the board.

1. Legal Responsibilities. Each board member has three fundamental legal duties to the organization: 

1. Duty of care. Board members are expected to make informed decisions with CAN’s best interest in mind.

2. Duty of loyalty. Board members are required to ensure CAN’s interests – as opposed to their own personal and professional interests – are foremost in decision-making. Board members are expected to disclose any potential conflicts of interest.

3. Duty of obedience. Board members are required to comply with applicable federal, state, and local laws; adhere to CAN’s bylaws and policies; and serve as guardians of CAN’s mission.

2. Recognition of the mission; serving as an advocate. All board members are expected to understand, support, and promote CAN’s mission; serve as ambassadors and advocates for CAN; and lend advice and expertise to CAN’s leadership. Board members should, therefore, be familiar with the following:

1. CAN’s mission statement, programs and services, strategic plan, and impact; and

2. CAN’s basic staffing and structure.

3. General oversight. Although the Board is not expected to make operating decisions, it must perform certain critical oversight functions (in addition to those listed above), including:

1. hiring, supporting, and annually evaluating the Executive Director;

2. providing strategic direction, which includes (i) periodic reviews of the organization’s mission, vision, and values; (ii) monitoring and evaluating the organization’s programming and services to ensure the mission, vision, and values are being reflected; (iii) adopting long-range goals and annual objectives, and evaluating CAN’s progress toward them.

3. recruiting and acclimating new board members;

4. ensuring compliance with, and periodically updating, CAN’s bylaws;

5. creating and implementing board procedures;

6. reviewing the performance of the Board at least every two years;

7. providing oversight regarding legal contracts and concerns; and

8. formulating policies.

4. Fiscal oversight. The Board must provide broad oversight of CAN’s finances, including the adoption of an annual budget, review of revenue and expenses, and review of tax forms and audits. Board members are tasked with having at least a general understanding of CAN’s business model, financial reports, and financial health. Consistent with this, each board member is required to complete a financial literacy course that takes about one hour.

5. Involvement in meetings, committees, and events. Each board member is expected to:

• prepare for, attend, and actively participate in at least 75% of the quarterly board meetings (three meetings/year). You must inform the Board Chairperson and the Executive Director in advance of any meetings you cannot attend.

• serve on at least one board committee (standing or special task force), that might entail monthly, bi-monthly, or quarterly meetings; and

• attend periodic board retreats, such as a strategic planning session that generally takes place every three years.

• Board members are also strongly encouraged to attend CAN’s public events, such as CAN fairs or events (e.g., holiday celebrations, back-to-school BBQs), to show support. 

• Volunteering: Board members will volunteer at least 10 hours per year at any CAN event, celebration, or ongoing service opportunity.

6. Fundraising and development: CAN is a non-profit organization and, therefore, fundraising and development are vital to its success. One of the most important functions of the board is to assist in CAN’s fundraising efforts. Consistent with this, each board member is expected to:

• make a personally significant financial gift to CAN annually. Board members should make CAN one of their top philanthropic contributions annually. Board members are responsible to “give or get” at least $300 in donations per year, meaning they can donate at least $300 or successfully solicit $300 or more per fiscal year (July to June).

• attend or support at least one CAN fundraising event annually; and

• offer personal acknowledgments to donors and volunteers, upon request.

Board members are strongly encouraged to do one or more of the following:

1. identify donor prospects;

2. cultivate relationships with prospective donors, corporate sponsors, and grant funders, including bringing guests to CAN fundraiser events; and

3. provide leadership, contribute ideas, and actively advocate for the fundraising and development efforts of CAN.

7. Length of terms. By agreeing to serve CAN, a board member agrees to participate in one three-year term. A board member may serve two consecutive three-year terms for a total of six years after which their term on the board will end. A board member may rejoin the board after a one-year break. Terms begin at the beginning of a calendar quarter, after an approval vote by the board.