Page 49 - Washington Nonprofit Handbook 2018 Edition

f. Officers

Under the Act, the officers of a corporation consist of a president, one or

more vice-presidents, a secretary, and a treasurer. The articles and bylaws may
provide for the time and manner of the election or appointment of the officers;
otherwise, the officers are elected or appointed annually by the board. The articles
or bylaws may allow any two or more offices to be held by the same person except
for the offices of president and secretary. Generally, the articles or bylaws list the
specific duties and responsibilities of the officers.

Typical responsibilities of officers include the following:

y The president is responsible for facilitating the effective action of the
board in governing and supporting the organization. The president
sets the agenda for board meetings (in partnership with the chief
executive, if one exists) and leads board meetings. Often, the
president appoints the chairs of all standing and ad hoc committees of
the board.

y The primary role of the vice-president is to assume the responsibilities
of the president in the event of her/his absence. Often, the vice-
president also carries out special assignments as requested by the
president or the executive committee. If an organization has multiple
vice-presidents, each is typically charged with a set of unique
responsibilities.

y The secretary is responsible for maintaining corporate records. The
secretary ensures that accurate meeting minutes are recorded and
retained, and that notices are duly given in accordance with the
provisions of the bylaws.

y The treasurer is responsible for managing the board’s review of, and
action related to, the organization’s financial health. The treasurer
ensures that comprehensive financial reports are made available to
the board on a frequent basis (at least quarterly), and identifies
opportunities to strengthen the board’s ability to carry out its fiscal
responsibilities. The treasurer is accountable for maintaining accounts
and appropriate fiscal controls.

WASHINGTON NONPROFIT HANDBOOK -38- 2018