As boards and committees reconvene and new members join throughout the year, it's important to understand the basic responsibilities of a board member.
Maybe you agreed to join the board because you felt some obligation to the nominating committee — or person — that asked you to do it, or perhaps you thought it would be a good opportunity for community involvement. Now that the time has come, you're unsure what your role is or how to add value. A good place to start is with the legal duties of board members.
Under the law, directors and officers of an entity are called "fiduciaries." Fiduciaries have certain duties.
What is a fiduciary?
Simply put, a fiduciary is a trustee or caretaker. It's a person — or group of people — that watches over an item of value on another person's behalf. For example, if you serve on your conference's executive committee, you are a fiduciary in your role as a committee member. As such, you are part of a group — the executive committee — that is entrusted by the conference constituency with the oversight and taking care of the local conference organization.
What are a fiduciary's duties?
Fiduciaries have three primary duties: the duty of obedience, the duty of care and the duty of loyalty.
- Duty of Obedience
Fiduciaries must make decisions that comply with the law and with an organization's governing documents and mission.
Let's use the example of serving on a school board. Each board member has a duty to comply with what they know — both explicitly and implicitly — about the laws, rules and policies that apply to the school.
As fiduciaries, board members do not have the luxury of doing what they please. Board members cannot simply ignore the law or an organization's governing documents — i.e., articles of incorporation, charter, bylaws, parliamentary procedure rules or policies. They cannot choose when they want to follow these documents and when they don't. Of course, this assumes board members have a basic knowledge of the governing documents that exist and their provisions, and it assumes they know where to find the details when needed or applicable.
- Duty of Care
Fiduciaries must make decisions with care. More specifically, they have to make choices with the amount of care that a reasonable person would have in a similar situation and that they reasonably believe to be in the best interests of the organization. Board members don't have the luxury of not knowing what's going on in an organization or of turning their heads when they don't want to deal with difficult issues.
At a foundational level, exercising a duty of care as a board member means you attend board meetings and prep for them by reading materials in advance and coming ready to meaningfully engage. The care level must be high.
- Duty of Loyalty
Fiduciaries must make decisions in the best interests of the organization, not in their own best interests. They have a duty to use the resources and information of the entity for the entity's benefit, not their own benefit. This duty includes their responsibility to recuse themselves from discussion and votes on actions where they have a conflict of interest.
When it comes to organizational decisions, board members have an obligation to view decisions through the lens of the organization as a whole, not considering what would benefit them personally or what might benefit their specific group or constituency.
Your Job
If you are a board member, don't get distracted from your basic fiduciary responsibilities of obedience, care and loyalty. The best way you can serve your organization is by providing meaningful leadership that is in line with the group's governing documents and purposes, that gives good attention to the progress of the group and that works for the good of the entire group.
