NonprofitBODEvery nonprofit board member steps into three legal duties the moment they take a seat. They aren't optional, and "I didn't know" is not a defense. Here's what each one actually asks of you.
The duty of care
Care means showing up informed and paying attention. You read the board packet before the meeting, you ask questions when the numbers don't add up, and you make decisions the way a reasonably prudent person would with their own affairs.
- Attend meetings and come prepared
- Review financial statements — don't just accept the summary
- Document your reasoning in the minutes when a decision is significant
The duty of loyalty
Loyalty means the organization's interests come before your own. When there's a conflict — a vendor you're related to, a contract you'd benefit from — you disclose it and step out of the vote.
A conflict of interest isn't a scandal. Failing to disclose one is.
The duty of obedience
Obedience means staying true to the mission and following the law: filing the 990 on time, honoring restricted gifts, and operating within your bylaws.
Boards that take these three duties seriously rarely end up in trouble. Boards that treat them as paperwork are the ones that get surprised.