Tip #77 What Are the Legal Duties of Individual Board Members?

February 1, 2022  |  tips for effective boards

While the articulation of the legal duties of individual members of public/governmental and non-profit boards may vary from jurisdiction to jurisdiction, such articulations usually include a version of the following three duties:


Duty of Care. Board members are expected to exercise reasonable diligence and care in carrying out their board member responsibilities. Such diligence and care are demonstrated by attending full board meetings and board committee meetings, being informed and prepared for meetings, and participating in meeting discussions and decision-making.


Duty of Loyalty. Board members are expected to make decisions based on what’s in the best interests of their governed organization rather than in their own interests or the interests of another person or organization. Board members are to comply with the specific conflict of interest policies of their boards. They are expected to refrain from voting when they have a conflict of interest. In addition, specific conflict of interest policies and regulations often require board members with a conflict of interest not only to refrain from voting but also to refrain from participating in board discussions related to board decision-making on issues about which they have a conflict of interest.


Duty of Obedience. Board members are to ensure that their organization is operating in accordance with its stated purposes. They are to comply with all relevant laws and regulations and to follow all board-defined policies and processes.


To learn more about the Policy Governance® model, please click https://www.BoardsOnCourse.com/policy-governance.  


To check out any of the other Tips for Effective Boards, please click https://www.BoardsOnCourse.com/blog.