Duties of a Board Member

We may choose our board members because of their passion for the mission, their specific expertise, or their ability to donate major gifts to an organization.  No matter the reason we choose them, they are all subject to the same governance policies and requirements, as laws for 501c3 or 501c6 are indicated.

There are three major duties of board members:  duties of care, loyalty and obedience.  What does this mean?

Duty of Care: Board members are expected to actively participate in organizational planning and decision-making and to make sound and informed judgments.  That means they should come to all meetings, be prepared by having reviewed the latest financial statements and narrative reports, engage in the business of the organization.

Duty of Loyalty: Board members must place their loyalty to the organization, not to their individual wishes, values or interests.  The interests of the non-profit organization must come before any personal or professional concerns.  Board members must avoid potential conflicts of interest.  They should sign a Conflict of Interest Statement once a year while they serve on the board.

Duty of Obedience:  Sometimes called fiduciary, this means the board member must insure that the organization complies with all federal, state, and local laws. Board members are responsible to make sure the organization follows state law and that it follows the by-laws.  The board must ensure the fiscal integrity and viability of the organization.  The board ensures that the programs are and continue to operate exclusively for tax-exempt status and that it remains committed to its mission.

Speaking with one voice—this is, in effect, one of the operational and practical outcomes of the three duties discussed above.  When the board comes to a consensus, or votes on a particular subject, all board members must then act in a way that agrees with that vote, whether or not they voted for or against it.  They cannot then say to the membership or stakeholders they voted against it, or they disagreed with the outcome.

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