12 May 2014 Your Seat on the Board – More than Just a Volunteer Position
The ultimate legal responsibility for the action (and inaction) of an association rests with its board. Board members are responsible for policy making while employees are simply responsible for implementing policies on a day-to-day basis.
As an association board member, you have two roles. You’re a volunteer, yet you are part of the highest-level decision-making body for your organization. You’re a volunteer, but you have a direct role in determining an organization’s overall mission. You’re a volunteer, but you meet with other community leaders to expand the reach of your organization and further its goals.
In other words, you’re a “volunteer board member”, not just a “volunteer.” Your level of responsibility for the health and well-being of your association is far more significant.
Board Members Must be Committed
When elected or appointed, board members are making a commitment to serve. The term of service varies from organization to organization, as do the obligations of that service. In some associations, for example, board members meet monthly or quarterly. In others, particularly where there is no paid staff, association board members may gather weekly in order to attend to business.
Many organizations reach out to their volunteers, membership base, and the outside world to raise needed funds. It is not uncommon, however, for board members to be expected to make a minimum financial commitment to their association.
In an association with a paid staff, board members are committed to staff oversight. They may have hiring and firing authority, though that function may be limited to board officers only.
Board members are also committed to ensuring that their organization is compliant with all legal and tax requirements, as well as fiscally responsible, using funds in an efficient and effective way.
“Regular” volunteers make none of these commitments.
“Sacred” Duties of Board Members Unlike simple volunteers, volunteer board members have specific duties that they are expected to fulfill:
The Duty of Uphold – Board members have a legal accountability and responsibility to uphold the organization’s purpose as set forth in its charter. This is, perhaps, the most important duty of association board members. They have a duty to act as the final stop-gap between general volunteer demands and the organization’s mission.
The Duty of Diligence – Association board members must be knowledgeable about issues facing their organization so that they may exercise independent judgment and make decisions in good faith and with reasonable care. To become better informed, board members may (and should) rely and act on information from experts retained by the association (i.e., lawyers and accountants), as well as their own “due diligence.”
The Duty of The Greater Good – Association board members are unique in that they must recognize that their volunteerism is to serve the interests of the entire organization—not their own. (A conflict of interest arises whenever a board member has a personal interest—either directly or indirectly—in anything to which the corporation may be a party.) This is not true for simple volunteers.
9 Ways to Minimize a Volunteer Board Members’ Risk
Unlike “garden variety” volunteers, volunteer board members are responsible (liable) for their conduct and decisions as they effect the organization. To minimize the risk of personal liability, we recommend that association board members:
1) Attend board meetings regularly
2) Be actively involved in deliberations during meetings, commenting as appropriate and asking questions
3) Be thoroughly informed on issues under discussion before casting a vote
4) Insist that meeting minutes accurately reflect any vote counts taken at meetings. Yes and no votes, as well as abstentions, should be noted
5)Insist that the association’s legal experts be consulted on any matter that has unclear legal ramifications
6) Insist that the association’s accountants/bookkeepers assess and evaluate any matters that have significant financial ramifications
7) Periodically review audited and non-audited financial reports of the association
8) Periodically review your association’s articles of incorporation, bylaws and other governing documents.
9) Avoid any conflicts of interest in dealing with the association and disclose fully any issue that might be perceived as a conflict