Directors and Officers—Meeting Your Responsibilities

Board members are responsible for governance by setting policy and keeping the organization focused on its mission. The board’s duties of care, loyalty and obedience are established by both common and statutory law. A board member, as an agent of the organization, may be liable personally for a negligent act or violating his authority. A member’s action also jeopardizes the organization. The best protection is for members to understand and perform appropriately. The board can establish policies, procedures and by-laws that support their responsibilities. A board may require that information be provided at least two weeks before a meeting, prohibit voting on an issue introduced at that meeting (without 100% agreement), and maintain written documentation of all actions. Together the board and staff can avoid problems.


  1. Be Prepared. Read the information received prior to the meeting. Conduct additional research, if needed, to ensure that all factors are considered. Understand the issue before voting.
  2. Actively Participate. Voice your opinion in the discussion. Silence and abstention means ascent. Know what the organization does — visit offices and attend activities, so you know first hand how the organization is achieving its mission.
  3. Unrushed Decision Making. Take the time to consider an issue. Do not let the staff or another director pressure the board for a decision. Allow time to review all material information that is reasonably available. No action should be taken when the board receives the information at that meeting.
  4. Written Records. Retain written documentation of the board’s preparations, deliberations and decisions. Board and committee minutes must be written, complete and accurate.
  5. Secure Expert and Independent Evaluations. As needed, secure input from experts that are independent from the board. The expert must be competent, experienced and reputable in the field. A board member who is an attorney may be viewed as neither independent nor an expert.
  6. Review Legal Documents. Establish a board review and authorization system for handling all contracts and other legal documents. The board is ultimately responsible for the faithful execution of any legal agreement.

These simple actions can enable you to perform your duties as a board member effectively and ensure the long-term success of the organization.

(c) 2005 Croydon Consulting, LLC
May be duplicated, with attribution, by charitable organizations.

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