Board of Trustees vs. Board of Directors: Key Differences

The terms of Board of Trustees and Board of Directors are often used interchangeably — but they don’t always mean the same thing. While both serve as governing bodies, the structure, responsibilities, and terminology can differ depending on the type of organization. 

In this article, we’ll break down the key differences between a Board of Trustees and a Board of Directors and help you understand which model is right for your organization. 

Understanding the Basics 

Both boards serve a similar purpose: to govern, guide, and oversee an organization’s mission and finances. However, the title and function often depend on the type of institution: 

• Board of Trustees is more common in nonprofits, foundations, universities, and religious institutions. 

• The Board of Directors is often used in corporations, startups, and for-profit entities, as well as some nonprofits. 

Let’s dive deeper into what sets them apart. 

1. Legal Structure and Jurisdiction 

• Board of Trustees: Typically serves as stewards of a nonprofit or public institution’s charitable assets. Trustees are seen as holding these assets "in trust" for the public or beneficiaries. 

• Board of Directors: Serves as the fiduciary body of a corporation or business entity, accountable to shareholders or stakeholders. 

While both types have fiduciary duties, trustees often have a more guardian-like role, especially in institutions like endowments or universities. 

2. Scope of Responsibility 

• Trustees often focus on long-term mission, values, and asset protection — particularly in institutions with large endowments. 

• Directors are typically more involved in operational oversight, corporate strategy, and regulatory compliance. 

That said, many nonprofit boards function similarly to corporate boards and use titles interchangeably depending on tradition or culture. 

3. Use by Organization Type 

Organization Type	Board Type
Universities	Board of Trustees
Nonprofit Foundations	Board of Trustees
Hospitals (nonprofit)	Board of Trustees
For-Profit Corporations	Board of Directors
Startups	Board of Directors
Nonprofits (varied)	Board of Trustees/Directors

Some organizations may have both — an Board of Trustees overseeing assets and a Board of Directors managing operations. 

4. Title and Cultural Implications 

• The term trustee implies stewardship, long-term thinking, and community trust. 

• The term director often emphasizes decision-making, authority, and leadership. 

Organizations may choose the title that best reflects their governance philosophy and community expectations. 

5. Legal Responsibilities: Shared Ground 

Both boards share key legal duties: 

• Duty of Care: Make informed and prudent decisions 

• Duty of Loyalty: Put the organization’s interests above personal ones 

• Duty of Obedience: Ensure compliance with mission and regulations 

Regardless of title, these responsibilities are universal for governing boards. 

Conclusion 

While the terms Board of Trustees and Board of Directors have nuanced differences, both play vital roles in governance, accountability, and long-term strategy. Understanding these distinctions can help organizations choose the right structure — and title — that reflects their mission, legal status, and culture. What matters most isn’t the name, but the commitment to good governance and ethical leadership.