General Board Member Job Description: Difference between revisions
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General Board Member Job Description (view source)
Revision as of 07:34, 19 March 2013
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Anna Vesala (talk | contribs) (Created page with "==Preamble== ===Role of a Board=== The board is responsible for the highest level of decision-making and legal authority in an organization. By law, it is ultimately accountab...") |
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==Legal Duties of Board Members== | ==Legal Duties of Board Members== | ||
(From [http://www | (From [http://www.hrcouncil.ca/hr-toolkit/planning-board-role.cfm#_secA3 HR Council]) | ||
Each Director has a fiduciary duty to the organization. This means that the board is acting on behalf of the membership or stakeholders in directing the affairs of the organization. The fiduciary duty of the board is the same for all types of governance structures and covers all areas of responsibility. | Each Director has a fiduciary duty to the organization. This means that the board is acting on behalf of the membership or stakeholders in directing the affairs of the organization. The fiduciary duty of the board is the same for all types of governance structures and covers all areas of responsibility. | ||
In law, a duty is an obligation to act in a certain way and to a certain standard of care. | In law, a duty is an obligation to act in a certain way and to a certain standard of care. | ||
{| class="wikitable" | |||
|- | |||
! Duty | |||
! Standard of Care | |||
|- | |||
| Duty of diligence | |||
| Directors are required to: | |||
*Act reasonably, prudently and in good faith | |||
*Educate themselves about the organization | |||
*Make reasonable inquiries into the day-to-day management of the organization, consider explanations and to make informed decisions | |||
*Diligent directors also seek the advice of qualified professional, when necessary | |||
|- | |||
| Duty of skill/competence | |||
| *Directors with a special skill or knowledge have a duty to use that expertise in their role as a Board member, and to practice the standard of care expected of their professional abilities. | |||
*Board members without specialized skill or knowledge are expected to act as a prudent person would act. Prudent directors are cautious and careful. They try to foresee the consequences of a course of action before taking it. | |||
|- | |||
| Duty of loyalty | |||
| Directors have a duty to always place the interest of the organization first. This means acting honestly, in good faith and in the best interest of the organization. Directors must fully and promptly disclose any potential conflicts of interest and take action to avoid perceived or real conflicts of interest. | |||
|- | |||
| Duty of obedience | |||
| *Directors have a duty to act within the scope of the governing documents of the organization and to ensure that committees and staff do so as well. Governing documents include the organization's constitution, bylaws, policies, rules and regulations. This duty includes ensuring that governing documents are kept up-to-date. | |||
*Directors also have a duty to obey all laws and statutes that apply to the organization. | |||
|} | |||