Supplement: Fiduciary and Management Duties for the Association Executive and Governing Body

As fiduciaries to the association, board members have a legal obligation to operate under its governing documents. These duties are outlined below and can guide board members during their term.

  • Obedience to bylaws, policies, procedures, guidelines, BOD decisions.
  • Loyalty to the decisions of the BOD whether you agree or voted for it.
  • Disclosure of facts, research, pros/cons of any issues to be voted on.
  • Confidentiality for all debates and votes; BOD could be expected to sign an Agreement of Confidentiality.
  • Accounting for money and documents.
  • Reasonable care and knowledgeable prior to voting; engage in full debate; render an action in the best interest of the association:
  1. Place the association’s interests above their own and refrain from using their position of truth to further their own personal gain.
  2. Provide association executives with a collaborative working relationship and an atmosphere conductive to the fulfillment of both the executive’s and the governing body’s respective duties as fiduciaries.
  3. Recognize that the chief executive officer is the agent for the organization and allow the CEO to operate in that context.
  4. Exercise due diligence in performance of their governance role.
  5. Refrain from disclosing any confidential association information acquired in the performance of their duties, except as permitted by the association or required by law.
  6. Recognize that the governing body serves as entrusted by the membership and consequently is responsible for the integrity of governance and for its own development, discipline, and performance.
  7. Provide accountability to the membership or other constituents when applicable through regular reporting.
  8. Review financial statements and operating reports conscientiously, ensuring that the organization is performing in accordance with its mission, strategic plan, and/or operating plan.
  9. Recognize that budget review is an important authorization process, by reviewing proposed budgets conscientiously and asking appropriate questions about the budget.
  10. Provide for and review an annual audit by an independent auditor who reports directly to the board, giving prompt and decisive attention to any recommendations including “material weakness” and “significant deficiencies” it may contain.
  11. Establish a procedure for the annual review of the IRS form 990.
  12. Establish and monitor policies and procedures to safeguard the assets and future viability of the organization.
  13. Provide for a risk prevention program, which includes but is not limited to obtaining the appropriate directors’ and officers’ liability and other insurance coverage.
  14. Exercise the governing body duties in good faith and in a manner that is in the best interest of the organization.
  15. Perform their duties in accordance with applicable statues and the terms of the organization’s bylaws and other governing documents; act within the powers conferred by the organization’s governing documents or applicable federal or state law.
  16. Adopt, codify, and adhere to sound governance processes and meeting procedures; ensure that minutes of the governing body are complete and accurate.
  17. Ensure that any governing body policies, procedures, or instructions are committed to writing and, upon adoption, are enforced.
  18. Ensure, through the CEO, that the staff of the organization faithfully adheres to the policies and decisions of the governing body.
  19. Adopt and enforce a conflict of interest policy, including within it a definition of conflict or interest on the part of the governing body and the method of monitoring compliance with the policy.
  20. As individuals, each member of the governing body shall:
  • Refrain from engaging in personal activities that may injure or take advantage of the organization or from using their positions of trust and confidence to further their private interests.
  • Identify, and disclose conflicting or potentially conflicting interest, and decline to participate in a decision where conflict of interest can be alleged.
  • Attend and participate productively and conscientiously in all meetings and be fully acquainted with the bylaws statements of policy and procedure, and any other governing documents.

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