Executive Director, CEO, or President & CEO

Nonprofit organizations use different titles for their senior staff leader. Some use Executive Director. Others use Chief Executive Officer (CEO). Some use President & CEO. These titles can signal differences in organizational culture, size, or governance style but the title alone does not determine the person’s legal authority.

For an Indiana nonprofit, the real question is not simply what is the leader called? The better question is: What authority has the organization legally given to that role?

That authority comes from Indiana nonprofit law, the organization’s governing documents, board actions, employment arrangements, and official records, not from the title by itself.

Executive Director

Executive Director is a traditional title in the nonprofit sector. It is common among charitable, community-based, religious, cultural, educational, and membership organizations.

The title often suggests that the person is the senior staff executive who:

• Manages day-to-day operations;

• Implements the strategic direction approved by the board;

• Supervises staff;

• Oversees programs and administration;

• Works closely with the board chair and board committees; and

• Serves as a public representative of the organization.

In many nonprofits, the Executive Director is the organization’s top employee but may or may not be a formal corporate officer under the bylaws.

Chief Executive Officer (CEO)

CEO is more common in larger, more complex, or more corporate-style nonprofits. Hospitals, universities, foundations, associations, social service organizations, and multi-entity nonprofit systems may use this title to reflect enterprise-level leadership.

The title “CEO” may indicate that the person is expected to function as the organization’s chief executive in a broad strategic, operational, financial, and external-facing role. But again, the title itself does not automatically create legal authority. The CEO’s powers should be defined in the bylaws, employment agreement, board resolutions, or other official governance documents.

President & CEO

President & CEO often indicates that one person holds both a senior executive title and the formal corporate office of President. This can be appropriate where the bylaws identify “President” as an officer position and the board wants the senior staff leader to hold that office.

However, nonprofits should be careful with this title. In some organizations, “President” refers to the board president or board chair. In others, it refers to the chief staff executive. If the bylaws are unclear, using “President & CEO” can create confusion about who leads the board, who leads staff, and who has authority to sign documents or act for the corporation.

 The Title Does Not Determine Legal Authority

For an Indiana nonprofit, authority comes from the organization’s legal and governance framework. The key sources include:

1. Indiana nonprofit corporation law;

1. Articles of incorporation;

1. Bylaws;

1. Board resolutions and minutes;

1. Employment agreement or job description;

1. Delegations of signing or contracting authority; and

1. Public and internal filings and records.

Indiana nonprofits are generally governed by the Indiana Nonprofit Corporation Act with the organization’s own articles, bylaws, and board actions. The articles and bylaws are central because they establish the organization’s governance structure and may define officer roles, board powers, and internal management authority.

Indiana law also requires nonprofit corporations to maintain important corporate records, including minutes of member and board meetings, records of actions taken without a meeting, current articles of incorporation, current bylaws, and a list of current directors and officers. Those records are often the best evidence of who has been appointed to what role and what authority has been delegated.

Why the Distinction Matters

Choosing among Executive Director, CEO, and President & CEO is not just a branding decision. The title can affect how board members, staff, donors, banks, vendors, government agencies, and the public understand the person’s role.

Potential issues include:

• Contract authority: Who can sign contracts, grant agreements, leases, loan documents, or vendor agreements?

• Banking authority: Who can open accounts, authorize transfers, or sign checks?

• Employment authority: Who can hire, discipline, or terminate staff?

• Reporting structure: Does the executive report to the board, the board chair, or another officer?

• Board versus staff roles: Is “President” a board officer, staff officer, or both?

• Regulatory and tax filings: Who is listed as the highest executive, officer, or authorized signer?

• Public accountability: Who speaks for the organization in legal, financial, or public matters?

A title that is inconsistent with the bylaws can create uncertainty. For example, if the bylaws state that the President is a corporate officer with certain authority, but the senior staff leader is called Executive Director, the organization should clarify whether the Executive Director also holds an officer position or whether authority has been separately delegated by the board.

Similarly, if the organization wants to call its senior leader President & CEO, the board should confirm that the bylaws allow a staff executive to serve as President and that the role does not conflict with the duties of the board chair or board president.

Indiana Governance Documents to Review

1. Articles of Incorporation

The articles of incorporation are the nonprofit corporation’s foundational filing. They may contain provisions relating to corporate purposes, governance, management, limitations on powers, or other matters permitted by law. Indiana authority recognizes that articles may include provisions regarding managing corporate affairs and defining or limiting corporate powers and board authority.

Most articles will not contain detailed job descriptions for nonprofit executives. But they should still be reviewed to confirm that the chosen title and authority structure do not conflict with the organization’s governing framework.

2. Bylaws

The bylaws are usually the most important document for officer titles and internal authority. They may identify required officers, describe duties, establish appointment procedures, and clarify whether one person may hold multiple offices.

When reviewing bylaws, the board should ask:

• Do the bylaws require a President, Secretary, Treasurer, or other officers?

• Is the President a board officer, staff officer, or either?

• Do the bylaws mention an Executive Director or CEO?

• Who appoints officers and senior executives?

• Can one person hold more than one office?

• What duties are assigned to each officer?

• Who has authority to sign contracts, checks, deeds, filings, or other binding documents?

• Does the executive report to the full board, the board chair, or a committee?

If the bylaws use outdated terminology, the board should consider whether a bylaw amendment is needed.

3. Board Resolutions and Minutes

Even well-drafted bylaws may not answer every practical question. Board resolutions can document the board’s specific decisions about titles, appointment, authority, and reporting relationships.

For example, a board resolution may state that:

• The organization’s chief staff executive will hold the title Chief Executive Officer;

• The CEO is appointed as the organization’s chief executive officer and highest executive officer;

• The CEO reports to the board of directors;

• The CEO has authority to manage ordinary-course operations;

• The CEO may sign contracts up to a specified dollar amount;

• Certain transactions require board approval; and

• The CEO is authorized to sign specified filings, grant documents, or banking documents.

Because Indiana nonprofits must keep minutes and records of board actions, board resolutions are important evidence of authority.

4. Employment Agreement and Job Description

The employment agreement or offer letter should align with the bylaws and board resolutions. It should not grant authority that the board has not approved or that conflicts with the governing documents.

A strong executive employment agreement or job description may address:

• Title;

• Reporting relationship;

• Duties and performance expectations;

• Authority over staff and operations;

• Budget responsibilities;

• Limits on contracting or spending authority;

• Evaluation process;

• Compensation and benefits;

• Termination provisions; and

• Compliance with board policies.

The board should avoid having one document call the person “Executive Director,” another call the person “CEO,” and another call the person “President” unless the organization has intentionally defined how those titles relate to one another.

5. Filings and Required Records

Indiana law requires nonprofit corporations to keep copies of their current articles, bylaws, certain resolutions, meeting minutes, and a list of current directors and officers at the corporation’s principal office. Indiana biennial reports also require nonprofit corporations to report certain information, including the names and business or resident addresses of directors, the secretary, and the highest executive office.

The organization should make sure its internal records, board minutes, employment documents, bank documents, and public filings use titles consistently or explain any differences.

 Review the Bylaws Before Changing Titles

Before changing an Executive Director to CEO, or a CEO to President & CEO, the board should review the bylaws carefully. The bylaws may already assign duties to a President, Executive Director, or other officer.

If the bylaws do not match the desired leadership structure, the board may need to amend them before changing titles.

 Align Executive Titles with Officer Provisions

If the bylaws say the organization has a President, determine whether that President is intended to be:

• The board chair or board president;

• The senior staff executive;

• A separate volunteer officer; or

• A combined staff and officer role.

If the senior staff leader will be called President & CEO, the bylaws should support that structure. If the senior staff leader will be called Executive Director but will also have officer-level authority, the bylaws or board resolution should say so.

Adopt a Clear Board Resolution

A board resolution is often the most practical way to clarify authority. The resolution should be approved by the board and recorded in the minutes.

At minimum, the resolution should address:

• The approved title;

• Whether the role is an officer position, staff position, or both;

• The reporting relationship;

• General management authority;

• Contract and spending authority;

• Banking and financial authority;

• Authority to sign filings, grant agreements, and other documents;

• Any limits requiring board approval; and

• Effective date of the title or authority change.

Clarify Signing Authority

The board should specify who can bind the organization. A title such as CEO may imply authority to outsiders, but internal authority should be clear.

Clarify the Reporting Relationship

The senior executive should ordinarily report to the board as a body, not to each board member individually. The board chair may serve as the executive’s primary liaison, but the chair’s role should not be confused with unilateral supervisory authority unless the board has clearly delegated that function.

The bylaws, employment agreement, or board policy should clarify:

• Who conducts the executive’s performance review;

• Who sets compensation, subject to conflict-of-interest and reasonableness procedures;

• Who may discipline or terminate the executive;

• How the executive communicates with the board; and

• What matters require board approval.

Maintain Records

Good governance depends on good records. Indiana law requires nonprofit corporations to maintain key records, including board minutes, actions taken without a meeting, articles, bylaws, and lists of current directors and officers.

Boards should ensure that title changes and authority delegations are reflected in:

• Board minutes;

• Written consents or resolutions;

• Bylaw amendments, if needed;

• Employment agreements or offer letters;

• Job descriptions;

• Banking resolutions;

• Signature authority policies;

• Secretary of State filings, where applicable;

• IRS Form 990 reporting, where applicable; and

• Internal officer and director lists.

A nonprofit’s choice of Executive Director, CEO, or President & CEO should be intentional. The right title depends on the organization’s size, culture, governance structure, and public-facing needs. But whatever title is chosen, the board should make sure the legal authority behind the title is clearly documented.

Clear documentation protects the organization, supports good governance, and helps board members and executives understand their respective roles.