This background note discusses basics about the prevalence, purpose, and unique legal, governance and regulatory dynamics of nonprofits and their boards of directors. The note describes both similarities and differences between for-profit and non-profit governance, including similarities between the legal duties of directors in the two types of organizations and differences in their mission, stakeholders, and financing. This background note can be used alongside the authors' cases about artificial intelligence company OpenAI, Inc.-titled "Governing OpenAI (A)" and "Governing OpenAI (B)"-to provide case readers with additional context about OpenAI's founding as a nonprofit and subsequent creation of a for-profit subsidiary.