As servant-leaders with the primary focus to be stewards of the organization, it is important to include the Duty of Care, the Duty of Loyalty, and Duty of Obedience in the areas of responsibilities as the governing body on behalf of all members.1 2
Duty of Care: A Board member is expected to act as any ordinary, prudent person in similar circumstances. This requires diligent, attentive, informed participation, i.e., reasonable care when making decisions in stewardship of the organization.
The duty of care is evident in the following activities:
- The Board holds regularly scheduled meetings.
- Board members have received and read the by-laws and policies.
- Information is provided to the Board in a timely manner and in advance of meetings.
- Board members arrive at meetings prepared, having read the minutes and advance material.
- Financial reports are furnished on a regular schedule and are reviewed by the Board.
- The Board makes informed decisions based on information provided.
- Minutes accurately reflect Board votes and decisions, including dissent.
Duty of Loyalty: Board members are expected to act in good faith, giving undivided allegiance to the organization when making decisions that affect it. They should not operate for personal gain against the best interests of the organization. When a conflict arises between the interests of a Board member and the well-being of the organization, the Board member should immediately disclose the matter and recuse from both the discussion and the decision-making. If the matter proceeds, the terms of any transaction with a Board member must be at least as favorable to the organization as that which could be obtained from a party with no ties to it. Board members should observe confidentiality regarding the Board’s deliberations and decision-making, and respect and adhere to all Board decisions, regardless of whether they voted in favor of the motion. Only designated spokespersons (usually the President) may speak publicly on behalf of the organization.
Duty of Obedience: A Board member is expected to act in a manner that ensures the organization operates in keeping with its mission and by-laws and in accordance with the laws and regulations governing its formation and status. To maintain the public’s trust as a non-profit organization, Board members must be fully conversant and compliant with the organization’s mission, by-laws and policies, and ensure that the policies, goals and activities (including competent management of its funds and other resources) are executed in accordance with the mission.
It is under these duties that National Council of Canada had adopted in 2021 a series of Board governance policies; they are visible under the Operations Manual, section 6.6.
1Source: Anne Dalton, “Three Major Areas of Board Responsibility,” The Association of Junior Leagues International, Inc., 2014.
2 US SVdP, https://files.constantcontact.com/fd89f49d001/6973e70b-c88a-412e-b4a4-3a83b874923f.pdf