A comprehensive governance reference
Board governance comes with its own vocabulary. For experienced directors, terms like "quorum," "fiduciary duty," and "consent agenda" are second nature. For newer board members -- or for anyone encountering a term they have not heard before -- the jargon can be a barrier to full participation.
This glossary defines over 100 governance terms that board members encounter in their work. Each definition is written in plain language, with enough context to make the term meaningful rather than merely defined. Terms are organised alphabetically for easy reference.
Whether you are a first-time board member preparing for your initial meeting, a seasoned director who wants a quick reference, or a board administrator building an onboarding resource, this glossary is designed to be practical and accessible.
For a comprehensive introduction to governance concepts, see our complete guide to nonprofit board governance or our plain-English explainer on what board governance means.
A
Abstention. A decision by a board member not to vote on a particular motion. An abstention is distinct from a vote against -- it means the member is choosing not to register a position. Bylaws typically specify how abstentions are counted (or not counted) for quorum and majority purposes. Board members may abstain due to a conflict of interest or insufficient information.
Accountability. The obligation of the board and individual directors to answer for the organisation's performance, decisions, and use of resources. Accountability flows in multiple directions -- to regulators, donors, beneficiaries, and the public. Effective governance structures create clear accountability mechanisms.
Accreditation. A formal recognition that an organisation meets established standards of quality, governance, or professional practice. Accreditation bodies set requirements that may include governance standards, and maintaining accreditation often requires board-level compliance oversight.
Action item. A specific task assigned to an individual or group as a result of a board discussion or decision. Effective governance requires that action items are clearly defined, assigned to a responsible party, given a deadline, and tracked to completion. Board management platforms like nfphub automate action tracking.
Ad hoc committee. A temporary committee created to address a specific issue or task, as opposed to a standing committee that exists on an ongoing basis. Ad hoc committees are dissolved once their assigned task is complete. Examples include a search committee formed to hire a new executive director or a special committee formed to investigate a specific concern.
Agenda. A structured outline of the topics to be discussed at a board meeting, typically including time allocations and indicating which items are for information, discussion, or decision. A well-prepared agenda is essential for productive meetings. See our agenda builder for tools to create effective board meeting agendas.
Amendment. A formal change to an existing motion, resolution, bylaw, or policy. Amendments typically require a motion, a second, discussion, and a vote. Bylaw amendments may require advance notice and a supermajority vote.
Annual general meeting (AGM). A yearly meeting of the organisation's members or stakeholders, often required by law or bylaws. The AGM typically includes reports on the organisation's activities and finances, election of directors, and approval of the auditor.
Annual report. A document published yearly summarising the organisation's activities, financial performance, governance, and impact. Annual reports serve accountability and transparency functions and are often required by regulators and funders.
Articles of incorporation. The legal document filed with a government authority to formally create a nonprofit corporation. Also called a certificate of incorporation or charter in some jurisdictions. This document establishes the organisation's name, purpose, registered agent, and other foundational details.
Audit. An independent examination of the organisation's financial statements and records, conducted by a qualified external auditor. The audit provides assurance that financial statements are materially accurate and that the organisation's financial controls are adequate. The board or audit committee is responsible for engaging the auditor and reviewing audit findings.
Audit committee. A committee of the board responsible for overseeing the organisation's financial reporting, internal controls, and audit process. The audit committee typically meets with external auditors, reviews financial statements, and monitors the organisation's risk management and compliance practices.
B
Board book. See board pack.
Board chair. The presiding officer of the board, responsible for leading meetings, setting agendas, and ensuring effective governance. The chair works closely with the chief executive but maintains the distinction between governance and management. See our article on the role of the board chair.
Board evaluation. A periodic assessment of the board's effectiveness, typically conducted annually. Board evaluations may assess meeting quality, director engagement, governance practices, and strategic oversight. The results inform governance improvements.
Board management software. A digital platform designed to support board governance workflows, including agenda creation, board pack distribution, meeting minutes, voting, compliance tracking, and action management. See our buyer's guide for guidance on selecting a platform.
Board manual. See governance manual.
Board meeting. A formally convened gathering of the board of directors to conduct governance business. Board meetings typically follow an agenda, require a quorum, and produce minutes that document decisions. See our guide to running effective board meetings.
Board member. See director.
Board pack. A collection of documents, reports, and supporting materials assembled and distributed to directors before a board meeting to enable informed discussion and decision-making. Also called a board book. Effective board packs are well-organised, concise, and distributed with adequate lead time. See our board pack tools and our guide to creating high-quality board packs.
Board portal. A secure online platform used to distribute board materials, facilitate communication, and manage governance processes. Board portals replace email and paper-based governance with a centralised, secure digital environment.
Board resolution. See resolution.
Bylaws. The internal rules that govern how a nonprofit organisation operates, including provisions for board composition, elections, meetings, committees, officers, and amendments. Bylaws are a foundational governance document that the board should review and update periodically.
C
Casting vote. An additional vote that the board chair may exercise to break a tie, if permitted by the bylaws. Not all organisations grant the chair a casting vote.
Certificate of incorporation. See articles of incorporation.
Chair. See board chair.
Charter. In governance, a charter may refer to the articles of incorporation (the organisation's founding document) or to a committee charter (a document defining a committee's purpose, authority, composition, and responsibilities).
Chief executive officer (CEO). The senior staff member responsible for managing the organisation's operations. In nonprofit organisations, this role is often titled executive director. The CEO reports to the board and is responsible for implementing the board's strategic direction.
Closed session. See executive session.
Committee. A subset of the board designated to focus on a specific area of governance, such as finance, audit, governance, or programs. Committees do preliminary work and make recommendations to the full board, which retains final decision-making authority unless the committee has been delegated specific powers.
Committee charter. A document that defines a committee's purpose, responsibilities, authority, composition, and reporting requirements. Committee charters should be approved by the full board and reviewed annually.
Compliance. The process of ensuring the organisation adheres to applicable laws, regulations, reporting requirements, and internal policies. Boards have a fiduciary responsibility to oversee compliance. See our compliance management tools.
Confidentiality. The obligation of board members to protect sensitive information disclosed during board meetings and governance activities. Confidentiality policies should define what information is confidential, how it should be handled, and what consequences apply for breaches.
Conflict of interest. A situation in which a board member's personal, financial, or professional interests could potentially influence -- or appear to influence -- their governance decisions. Boards should adopt conflict-of-interest policies that require disclosure, recusal, and documentation.
Conflict-of-interest policy. A formal policy that requires board members and officers to disclose actual or potential conflicts of interest and to recuse themselves from related discussions and votes. Annual disclosure statements are a common component.
Consensus. A decision-making approach in which all or most members agree on a course of action, as opposed to a formal majority vote. Some boards use consensus for routine matters and formal votes for significant decisions.
Consent agenda. A governance technique in which routine, non-controversial items are grouped together and approved with a single vote, freeing meeting time for substantive discussion. Any director can request that an item be removed from the consent agenda for individual discussion.
Constitution. In some jurisdictions, the foundational governing document of a nonprofit organisation, similar to articles of incorporation and bylaws combined.
Convene. To formally bring a meeting into session. The chair typically convenes the meeting by calling it to order.
D
D&O insurance. Directors and officers insurance, a form of liability insurance that protects board members and officers from personal financial loss resulting from claims made against them in their governance capacity. D&O insurance is an important risk management tool that most nonprofit boards should maintain.
Delegation. The act of assigning authority or responsibility to a committee, officer, or staff member. Boards delegate management authority to the executive director but retain governance authority. Effective delegation includes clear boundaries and accountability mechanisms.
Director. A member of the board of directors who has been elected or appointed to serve in a governance capacity. Directors owe fiduciary duties to the organisation and are responsible for strategic oversight, financial stewardship, and legal compliance. Also referred to as a board member or trustee.
Disclosure. The act of revealing information that is relevant to a governance decision, particularly information about potential conflicts of interest. Disclosure requirements are typically defined in the organisation's conflict-of-interest policy.
Dissolution. The legal process of closing a nonprofit organisation, including settling debts, distributing remaining assets as required by law, and filing required documents with regulatory authorities. The board oversees the dissolution process.
Diversity. In governance, the representation of a range of backgrounds, perspectives, and expertise on the board, including but not limited to race, ethnicity, gender, age, disability, geographic background, and professional experience. Board diversity strengthens governance quality. See our article on DEI at the board level.
Document retention policy. A policy that specifies how long different categories of organisational documents must be maintained and how they should be disposed of when no longer needed. Document retention policies are a compliance requirement in many jurisdictions.
Duty of care. One of the three fiduciary duties owed by board members. The duty of care requires directors to act with the level of attention and diligence that a reasonably prudent person would exercise in similar circumstances. This includes attending meetings, reading board packs, and participating actively in governance.
Duty of loyalty. One of the three fiduciary duties owed by board members. The duty of loyalty requires directors to act in the best interests of the organisation rather than their own personal interests. This duty is the foundation of conflict-of-interest policies.
Duty of obedience. One of the three fiduciary duties owed by board members. The duty of obedience requires directors to ensure the organisation complies with applicable laws and operates in accordance with its stated mission and governing documents.
E
Election. The process by which board members are selected, typically through a vote of the existing board, the organisation's members, or a designated nominating body. Election procedures are defined in the bylaws.
Emeritus. An honorary designation sometimes given to former board members or officers who have provided distinguished service. Emeritus members may be invited to attend meetings or provide advice but typically do not have voting rights.
Endowment. A fund in which the principal is invested and only the investment returns are used for organisational purposes. Endowment governance involves investment policy oversight, spending rate decisions, and stewardship of donor restrictions.
Equity. In governance, the principle that governance structures and practices should be fair, just, and accessible to all, recognising and addressing systemic barriers to participation. See our article on DEI at the board level.
ESG. Environmental, social, and governance -- a framework for evaluating an organisation's impact and practices across environmental sustainability, social responsibility, and governance quality. See our article on ESG oversight for boards.
Executive committee. A committee of the board, typically composed of the board officers, that is authorised to act on behalf of the full board between meetings on matters that cannot wait for the next scheduled board meeting. The executive committee's authority should be clearly defined and limited.
Executive director. The senior staff member responsible for managing a nonprofit organisation's day-to-day operations, implementing the board's strategic direction, and serving as the primary liaison between the board and staff. The executive director reports to the board.
Executive session. A portion of a board meeting conducted without staff or other non-board members present. Also called a closed session or in camera session. Executive sessions are used to discuss sensitive matters such as executive performance evaluation, personnel issues, or legal matters.
Ex officio. A board position held by virtue of another role or office, rather than through election. For example, some bylaws designate the organisation's executive director as an ex officio member of the board. Ex officio members may or may not have voting rights, depending on the bylaws.
F
Fiduciary. A person who holds a position of trust and is legally obligated to act in the best interests of another party. Board members are fiduciaries of the nonprofit organisation.
Fiduciary duty. The legal obligation of board members to act in the best interests of the organisation. Fiduciary duties encompass the duty of care, duty of loyalty, and duty of obedience.
Financial statements. Reports that summarise the organisation's financial position and performance, typically including a statement of financial position (balance sheet), statement of activities (income statement), statement of cash flows, and statement of functional expenses. The board should review financial statements at every meeting.
Fiscal year. The 12-month period used for financial reporting and budgeting purposes. The fiscal year may or may not align with the calendar year.
Form 990. The annual information return filed by most US tax-exempt organisations with the Internal Revenue Service. The Form 990 requires disclosure of financial information, governance practices, compensation, and other organisational details. The board should review and approve the Form 990 before filing.
Founder. The person or persons who established the organisation. Founders sometimes serve on the board, which can create governance dynamics that require careful management. The board's authority derives from its governance role, not from the founder's personal authority.
Fundraising. The process of soliciting and collecting financial contributions to support the organisation's mission. The board has a role in fundraising oversight, and in many organisations individual board members are expected to contribute personally and help identify prospective donors.
G
Gift acceptance policy. A policy that defines what types of donations the organisation will and will not accept, and the procedures for evaluating and accepting significant or unusual gifts. Gift acceptance policies protect the organisation from gifts that carry unacceptable conditions or reputational risks.
Governance. The system of rules, practices, and processes by which an organisation is directed, controlled, and held accountable. Board governance encompasses strategic direction, fiduciary oversight, accountability, risk management, and executive oversight. See our plain-English explainer.
Governance committee. A committee responsible for overseeing the board's own governance practices, including board composition, recruitment, orientation, evaluation, and governance policy development. Also called a board development committee in some organisations.
Governance manual. A compilation of the organisation's governance documents, including bylaws, policies, committee charters, and other reference materials. Also called a board manual. Digital governance platforms like nfphub provide centralised repositories for governance documents.
H
Honorary director. A person given an honorary position on the board in recognition of their contribution or status, typically without voting rights or fiduciary responsibilities.
Hybrid meeting. A board meeting in which some participants attend in person and others participate remotely via video or audio conferencing. Hybrid meetings require careful facilitation to ensure equitable participation.
I
In camera. Latin for "in chambers." Refers to a session of a meeting conducted privately, without staff or other non-board members present. See executive session.
Incorporation. The legal process of forming a nonprofit corporation, typically by filing articles of incorporation with the relevant government authority.
Indemnification. A legal provision in which the organisation agrees to protect board members and officers from personal financial liability arising from actions taken in good faith in their governance capacity. Indemnification provisions are typically included in the bylaws and supplemented by D&O insurance.
Independent director. A board member who has no material relationship with the organisation other than board service. Independent directors are valued for their objectivity and their ability to provide unbiased oversight.
Institutional knowledge. The collective understanding of the organisation's history, culture, relationships, and decision-making context that resides in the memories and experiences of long-serving board members and staff. Succession planning and good documentation help preserve institutional knowledge during leadership transitions.
Investment policy. A policy that governs how the organisation's financial assets are invested, including acceptable asset classes, risk tolerance, return objectives, and socially responsible investment criteria. The board or finance committee is responsible for overseeing investment management in accordance with this policy.
J
Joint board meeting. A meeting convened between two or more boards, typically to discuss matters of mutual interest such as a merger, partnership, or shared governance arrangement.
K
Key performance indicator (KPI). A measurable value used to evaluate the organisation's performance against its strategic objectives. Boards should receive regular reporting on KPIs to inform their oversight of organisational performance.
L
Liability. Legal responsibility for debts, damages, or obligations. Board members may face personal liability for governance failures, which is mitigated by proper governance practices, indemnification provisions, and D&O insurance.
M
Majority vote. A voting threshold that requires more than half of the votes cast (or more than half of the directors present, depending on bylaws) to approve a motion. This is the default voting threshold for most board decisions unless the bylaws specify a higher threshold.
Meeting minutes. The official written record of a board meeting, documenting attendance, motions, votes, decisions, and key discussion points. Minutes are a legal document and a critical governance record. See our meeting minutes tools and our guide on what to include in board meeting minutes.
Member. In organisations with a membership structure, an individual or entity that has formally joined the organisation and may have rights such as voting for directors, amending bylaws, or approving major transactions.
Mission. The organisation's fundamental purpose -- the reason it exists. The mission statement guides strategic direction and should inform governance decisions. The board has a fiduciary duty (duty of obedience) to ensure the organisation operates in accordance with its mission.
Mission drift. A gradual shift away from the organisation's core mission, often in pursuit of revenue, growth, or prestige. Boards are responsible for preventing mission drift by using the mission as a decision-making filter.
Motion. A formal proposal made by a board member for the board to take a specific action. Under parliamentary procedure, a motion must be seconded before it can be discussed and voted on.
N
Nominating committee. A committee responsible for identifying, evaluating, and recommending candidates for board membership and officer positions. The nominating committee plays a critical role in board composition and succession planning.
Nonprofit. An organisation that operates for purposes other than generating profit for owners or shareholders. Nonprofit organisations reinvest any surplus revenue into their mission. Also spelled not-for-profit in some jurisdictions.
Notice. Formal communication to board members about an upcoming meeting, including the date, time, location, and agenda. Bylaws typically specify how much advance notice is required and how it must be delivered.
O
Officer. A person holding a defined leadership position on the board, such as chair, vice chair, secretary, or treasurer. Officers are typically elected by the board and have specific responsibilities defined in the bylaws.
Onboarding. The process of orienting and integrating new board members, including providing governance training, introducing organisational context, and facilitating relationship-building with fellow directors and staff. See our article on board member onboarding.
Operating budget. A financial plan for the organisation's revenues and expenses over a defined period, typically one fiscal year. The board approves the operating budget and monitors actual performance against budgeted projections.
Orientation. See onboarding.
P
Parliamentary procedure. A set of rules governing the conduct of meetings, including how motions are made, debated, and voted on. Robert's Rules of Order is the most widely used parliamentary authority in the United States, though many nonprofit boards adopt simplified meeting procedures.
Plurality vote. A voting method in which the candidate or option receiving the most votes wins, even if that number is less than a majority. Plurality voting is sometimes used for board elections when multiple candidates compete for multiple seats.
Policy. A formal statement adopted by the board that establishes principles, guidelines, or requirements for the organisation's operations and governance. Policies cover areas such as conflicts of interest, financial management, personnel, and risk management.
Proxy. A written authorisation allowing one person to vote on behalf of another at a meeting. Not all organisations permit proxy voting for board meetings; bylaws should specify whether proxies are allowed and under what conditions.
Q
Quorum. The minimum number of board members who must be present at a meeting for the board to conduct official business. Quorum requirements are defined in the bylaws and are typically a majority of the full board membership. No valid decisions can be made without a quorum.
R
Ratification. The formal approval of an action that was previously taken without full board authorisation. For example, if the executive committee makes a decision between board meetings, the full board may ratify that decision at its next meeting.
Recusal. The act of a board member voluntarily withdrawing from discussion and voting on a matter in which they have a conflict of interest. Recusals should be documented in the meeting minutes.
Resolution. A formal decision or statement adopted by the board through a vote. Resolutions are used for significant decisions such as adopting policies, approving budgets, or authorising major transactions. Also called a board resolution.
Risk management. The process of identifying, assessing, and mitigating risks that could threaten the organisation's ability to fulfill its mission. The board is responsible for overseeing the organisation's risk management framework.
Robert's Rules of Order. The most widely used parliamentary authority in the United States, providing detailed rules for conducting meetings, making motions, debating, and voting. Many nonprofit boards adopt Robert's Rules or a simplified version as their parliamentary authority.
Roll call vote. A voting method in which each board member's individual vote is recorded by name, as opposed to a voice vote or show of hands. Roll call votes are sometimes required for significant decisions and provide a clear record of each director's position.
S
Secretary. The board officer responsible for maintaining the organisation's official records, including meeting minutes, bylaws, and governance documents. The secretary ensures meetings are properly noticed and that governance records are accurate and complete.
Slate. A list of candidates proposed for election to the board, typically presented by the nominating committee. The slate may be voted on as a group or individually, depending on the bylaws and meeting procedures.
Standing committee. A permanent committee established by the bylaws to handle ongoing governance responsibilities, such as finance, audit, governance, or programs. Standing committees operate continuously, unlike ad hoc committees which are temporary.
Strategic plan. A document that defines the organisation's long-term goals, strategies, and priorities, typically covering a three-to-five-year period. The board is responsible for leading the strategic planning process and monitoring implementation.
Succession plan. A plan for replacing key leadership positions -- both the chief executive and board officers -- to ensure governance continuity. Effective succession planning identifies potential successors, develops leadership capacity, and establishes transition processes.
Supermajority. A voting threshold higher than a simple majority, such as two-thirds or three-quarters of directors. Supermajority requirements are sometimes applied to significant decisions like bylaw amendments, mergers, or dissolution.
T
Term. The defined period of time for which a board member serves, as specified in the bylaws. Terms typically range from one to four years.
Term limit. A restriction on the number of consecutive terms a board member may serve. Term limits promote board renewal and prevent entrenchment. See our article on board member term limits.
Treasurer. The board officer responsible for overseeing the organisation's financial management, including budgeting, financial reporting, and investment oversight. The treasurer typically chairs the finance committee and presents financial reports to the board.
Trustee. In some nonprofit contexts, the equivalent of a director or board member. The term trustee is commonly used by foundations, trusts, and certain educational and religious organisations.
U
Unanimous consent. A decision-making method in which a motion is adopted without a formal vote because no member objects. The chair may ask whether there is any objection, and if none is raised, the motion is considered approved unanimously.
Unrelated business income. Revenue earned by a nonprofit from activities that are not substantially related to its tax-exempt purpose. Unrelated business income may be subject to taxation and must be reported to tax authorities.
V
Vacancy. An unfilled position on the board, created by a resignation, removal, death, or the creation of a new position. Bylaws should specify how vacancies are filled, whether by board appointment, membership vote, or nominating committee recommendation.
Vice chair. The board officer who presides in the absence of the chair and who may assist the chair with specific governance responsibilities. The vice chair is often a designated successor to the chair position.
Voice vote. A voting method in which members say "aye" or "nay" and the chair determines the result based on the volume of responses. Voice votes are used for routine matters where the outcome is not in doubt.
Vote. A formal expression of a board member's position on a motion or resolution. Boards use various voting methods including voice votes, show of hands, roll call votes, and electronic voting. nfphub provides secure voting tools for both in-meeting and between-meeting decisions.
Voting rights. The authority of a board member to vote on matters before the board. Most directors have full voting rights, but ex officio members or honorary directors may have restricted or no voting rights, depending on the bylaws.
W
Whistleblower. A person who reports suspected misconduct, fraud, or violations of law or policy within the organisation. Whistleblowers may be staff, volunteers, or board members.
Whistleblower policy. A formal policy that establishes procedures for reporting suspected misconduct and protects those who report from retaliation. Whistleblower policies are a governance best practice and may be required by law in some jurisdictions.
Written consent. A method of making board decisions without a meeting, in which directors indicate their approval of a proposed action in writing. Bylaws must authorise written consent actions and typically require unanimous or near-unanimous agreement. Also called action by written consent or circular resolution.
Using this glossary
This glossary is a living reference. As governance practices evolve and new terminology enters the boardroom vocabulary, additional terms will be added.
Board administrators may find this glossary useful as part of their onboarding materials for new directors. Providing new board members with a governance glossary alongside the organisation's bylaws, governance manual, and a digital board pack for their first meeting helps them participate confidently from day one.
For deeper exploration of governance concepts, see our complete guide to nonprofit board governance, our guide to board of directors positions and roles, and our article on the ten basic responsibilities of nonprofit boards.
If your board is ready to modernise its governance workflows, nfphub provides the purpose-built platform that nonprofit boards need. From agenda building and board packs to meeting minutes, compliance, voting, and action tracking, nfphub puts every governance tool in one place. Visit our pricing page to learn more.