Our Duty
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 care that an ordinarily prudent person would exercise in a like position and under similar circumstances. This means that a board is expected to exercise reasonable care when they make a decision on behalf of the organization, as they would in their personal and professional life.
Duty of care requires that you pay attention to the organization’s activities and operations. Board members are expected to make decisions with the organization’s best interest in mind.
Duty of Loyalty
Duty of loyalty means board members are expected to put the interest of the organization before their own personal and professional interests. It is a conflict of interest policy embedded in the nonprofit law regarding charitable board members. This duty is intended to make sure that the organization is foremost in decision-making by board members. That includes an expectation that board members recuse themselves if there is a vote that could benefit them or their family or with which you have a conflict. The laws set an expectation of loyalty to the organization first and foremost.
Please note, it is still a best practice for organizations to have a formal conflict of interest policy. Board members should complete a form each year disclosing conflicts, and a committee or subcommittee of the board then reviews those forms and makes a recommendation of how the board should move forward.
Duty of Obedience
The duty of obedience requires board members to comply with the applicable federal, state, and local laws, adhere to the organization’s bylaws and policies, and serve as guardians of the organization’s mission. It also includes honoring donor intent. Some states have additional requirements or different titles. We encourage you to look up the laws of your own state.
