What are the responsibilities of the Board of Directors?
The Board of Directors:
- Acts as the representative of the association
- Manages the associations affairs
- Establishes policies subject to the conditions and limitations in the Constitution (hyperlink to constitution)
- Receives and takes appropriate action on recommendations in all committee reports
- Directs investments and care of the funds of the association
- Makes funds available for the regular operation of the Association and for specific purposes
- Attends all CWEA conferences and all Northern/Southern Regional Committee meetings
Board Members are Expected to:
- Attend meetings
- Exercise Independent Judgment
- Represent all members (not a particular constituency)
- Obtain information
- Delegate to staff and other volunteers
- No proxy for Board responsibilities
- Set policies
- Establish procedures
- Avoid Conflict of Interest
- Protect confidentiality of Board actions
BoardSource.org (dedicated to building strong and effective nonprofit boards) explains that: Under well-established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. These standards are usually described as the duty of care, the duty of loyalty and the duty of obedience.
Duty of Care
The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of “care that an ordinarily prudent person would exercise in a like position and under similar circumstances.” This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.
That means board members have a duty of care to:
- Act in “good faith” in the best interests of the organization
- Make “reasonable inquiry” to be informed
- Participate in decisions.
- May rely on experts, including legal counsel; CPA and staff, which protects member and Corporation
Duty of Loyalty
The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.
Duty of Obedience
The duty of obedience requires board members to be faithful to the organization’s mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public’s trust that the organization will manage donated funds to fulfill the organization’s mission.