Nonprofit Law/Officers


Could you give a breakdown of the officers for a non-profit and their duties in layman terms?

We are in the beginning stages, and our board members will likely be overlapping and taking on responsibilities of the officers as well.  We are small and will not have a paid board or paid officers.  

Our current conflict is the person likely to be president is also doing most of the secretary duties (like running webpage, correspondence etc).  We could use some help separating the officers roles and duties.  

Thank you.

I have in my profile that this free forum is only for general questions relating to IRS federal exemption issues of 501(c)(3) organizations. Your issue is controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, I will try to direct you to some helpful sources. Generally the bylaws would provide, as to the officers, something like:
--- Start of Excerpt ---
    Section 6.  Chief Executive Officer.  Subject to such
supervisory powers, if any, as may be given by the Board to the
Chairman of the Board, if there is such an officer, the Chief
Executive Officer of the Corporation shall, subject to the
control of the Board, have general supervision, direction and
control of the officers and the business and affairs of the
Corporation.  In the absence of the Chairman of the Board, or if
there is none, the Chief Executive Officer shall preside at all
meetings of the Board.  He or she shall be ex-officio a member of
all the standing committees, if any, and shall have the general
powers and duties of management usually vested in the office of
Chief Executive Officer of a corporation, and shall have such
other powers and duties as may be prescribed by the Board or the

    Section 7.  Secretary.  The Secretary shall keep the minutes
of the meetings of the Board of Directors in one or more books
provided for that purpose; see that all notices are given in
accordance with the provisions of these bylaws or as required by
law; be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with
the provisions of these bylaws; keep a register of the address of
each member which shall be furnished to the Secretary by such
member; and in general perform all duties incident to the office
of Secretary and such other duties as from time to time may be
assigned to him or her by the Chief Executive Officer or by the
Board of Directors.

    Section 8.  Chief Financial Officer.  Subject to Article
VIII of these bylaws, the Chief Financial Officer shall have
charge and custody of, and be responsible for, all funds and
securities of the Corporation, and deposit all such funds in the
name of the Corporation in such banks, trust companies, or other
depositories as shall be selected by the Board of Directors;
receive, and give receipt for monies due and payable to the
Corporation from any source whatsoever; disburse or cause to be
disbursed the funds of the Corporation as may be directed by the
Board of Directors, taking proper vouchers for such
disbursements; keep and maintain adequate and correct accounts of
the Corporation's properties and business transactions, including
accounts of its assets, liabilities, receipts, disbursements,
gains and losses; exhibit at all reasonable times the books of
account and financial records to any Director of the Corporation,
or to his or her agent or attorney, on request therefor; render
to the Chief Executive Officer and Directors, whenever requested,
an account of any or all of his or her transactions as Chief
Financial Officer and of the financial condition of the
Corporation; prepare, or cause to be prepared, and certify, or
cause to be certified, the financial statements to be included in
any required reports; and, in general, perform all duties
incident to the office of Chief Financial Officer and such other
duties as may be required by law, by the Articles of
Incorporation of the Corporation, or by these bylaws, or which
may be assigned to him or her from time to time by the Board of
---End of Excerpt---

Note that "Secretary" duties generally do not refer to running webpage and correspondence but refers to keeping the corporate minutes and corporate records. The duties of running webpage and correspondence and, in fact, all operational matters (which are not financial record-keeping of the CF0 (treasurer) are under the jurisdiction of the CEO.

Harvey Mechanic, Attorney at Law -

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  

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Harvey Mechanic


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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