So I sat down to write this blog intending to make it a complete list of the tasks of all volunteer board members.   Only as I started to write this I realized that although I know many of the tasks from having served on volunteer boards and representing non-profits and associations, every board is different and I can’t possible know all the tasks of every board.  I hope I know most of the tasks and even the most important tasks but please tell me what my list is missing and I’ll update this as additional information is obtained. So please comment so that your thoughts can be shared with everyone.  (Or email me privately and I’ll add your comments anonymously.) 

In no particular order, here are the tasks for board members that I’ve compiled:

Strategic Planning
Policy setting
Fundraising
Marketing
Oversight of programs (often including education of members)
Oversight of management (often confused with micromanaging)
    This can include the hiring of an executive director or chief officer.
Investments
Cash management
Risk management

 What did I miss?
 
 
So you’re a board member. . .  Now what?

Hopefully, there is a robust orientation that will help you to understand the commitments and expectations you just agree to meet.  Whether or not there is there are some common things that should help any board member.  Here are three items you should consider.

First you should know that attendance is generally required.  Usually that attendance is in person but as technology expands and improves some board allow attendance via conference call or video conference.  You should find out how many meetings and plan to attend at a minimum the majority of these meetings.  You will want to know if you can attend other than in person and if you are not in person if you may still fully participate, vote and if your vote counts.  You need to understand the time commitment so you can be certain you can fulfill that commitment.

Second you need to understand the role of your board and thus your role as a member.  Depending on the size of the organization and particularly the size of the staff of the organization, some boards are hands on in running the activities while many and perhaps most serve as the general steering committee for the overall direction of the organization.  In some boards there may be an expectation that you will serve as a good will ambassador and/or fundraiser for the organization.  However, you will want to know early on whether you are expected to manage or micromanage the organization.

Finally, in any board you must remember that you are responsible for the health, well-being and sustainability of your organization.  This is true no matter the organization whether a trade association or non-profit raising funds to fight cancer or any type of association.  The organization and you as a board member have a responsibility to see that the funds of the organization, no matter the source, are used for the express purposes of the organization.

There are numerous other items you may want to consider.  You should familiarize yourself with the policies of the organization particularly as it relates to conflicts of interest.  You will also want to know the term of your service and whether you may serve additional terms.  Finally, there may be additional board member training that is available to you through your association.  There are numerous resources available online both free and at some cost. 

 
 
So you’re a board member. . .  Now what?

Hopefully, there is a robust orientation that will help you to understand the commitments and expectations you just agree to meet.  Whether or not there is there are some common things that should help any board member.  Here are three items you should consider.

First you should know that attendance is generally required.  Usually that attendance is in person but as technology expands and improves some board allow attendance via conference call or video conference.  You should find out how many meetings and plan to attend at a minimum the majority of these meetings.  You will want to know if you can attend other than in person and if you are not in person if you may still fully participate, vote and if your vote counts.  You need to understand the time commitment so you can be certain you can fulfill that commitment.

Second you need to understand the role of your board and thus your role as a member.  Depending on the size of the organization and particularly the size of the staff of the organization, some boards are hands on in running the activities while many and perhaps most serve as the general steering committee for the overall direction of the organization.  In some boards there may be an expectation that you will serve as a good will ambassador and/or fundraiser for the organization.  However, you will want to know early on whether you are expected to manage or micromanage the organization.

Finally, in any board you must remember that you are responsible for the health, well-being and sustainability of your organization.  This is true no matter the organization whether a trade association or non-profit raising funds to fight cancer or any type of association.  The organization and you as a board member have a responsibility to see that the funds of the organization, no matter the source, are used for the express purposes of the organization.

There are numerous other items you may want to consider.  You should familiarize yourself with the policies of the organization particularly as it relates to conflicts of interest.  You will also want to know the term of your service and whether you may serve additional terms.  Finally, there may be additional board member training that is available to you through your association.  There are numerous resources available online both free and at some cost. 

 
 
I’ve previously mentioned Directors and Officers Liability Insurance or D&O Insurance.  As a volunteer board member it is important that your organization maintain D&O Insurance and you should satisfy yourself that your organization carries this insurance.  D&O Insurance is different than E&O Insurance.

D&O Insurance is necessary because when claims are made against a company they are often made directly against its board of directors at the same time.  These claims are most often employment related so make certain there is employment practices coverage.  However these claims can be essentially any type of civil lawsuit including conflict of interest.  D&O Insurance is specifically designed to protect directors and officers who are sued for activities conducted within the performance of their duties on behalf of the company.  You should have this coverage for any board on which you serve.

As a board member you can insist upon D&O Insurance before you serve.  You should do so in all instances but particularly if the company has any employees, handles funds or provides services.  Some questions to ask in addition to whether there is a policy would include what the policy limit is, whether the policy is claims made and if so is tail coverage available, whether defense costs are inside or outside the policy limit and whether that are any exclusions.  Your company probably has an insurance broker or agent who can help you understand if there exists proper coverage.  Otherwise ask the company’s attorney for that information.

An alternative is to have a personal umbrella insurance policy which would provide covered protection but would cost you money.

 
 
I've previously blogged about some general fiduciary duties.  At this point I want to point out some additional legal issues which any volunteer board member should be aware. 

Perhaps the most important issue for trade and professional associations is the need to avoid antitrust liability.  The antitrust laws were created to promote fair competition.  They specifically prevent businesses or professions from getting together to set pricing or divide markets.  This means that there should really be no discussions of pricing or comparison of prices.  There should be no discussions about refusing to use certain vendors or refusing to do business with specific individuals or groups.  There are serious consequences to violating the antitrust laws.

Another potential issue for board members is that their actions may be attributed to their organization even when acting as an individual.  If individuals "appear" to be acting with the authority of the organization the organization may be legally responsible for the actions.  This can be tricky because as individuals we have freedom of speech but we need to consider when we are speaking whether people may assume that what we are saying is being said on behalf of the organization.  We often see statements like “the views expressed here are my own and or not those of XYZ.”Having legal counsel to review these issues and advise the board should it start to go astray is essential to avoid legal liability.  Organizations can purchase and you have the right to know whether there is a policy that covers officers and directors so ask.  Many organizations whether by resolution or bylaw have indemnification provisions that will protect volunteer board members.  You should check on this as well.

Please keep volunteering.

 
 
Many professionals serve on volunteer boards.  Without these volunteers the work of so many organizations would never be accomplished.  But do the volunteers know and understand their duties when they agree to volunteer? 

The primary duties that must be considered by any volunteer are as follows: 1) the duty to act in the best interest of the organization, 2) the duty to keep confidential information confidential and 3) the duty to avoid conflicts.  In subsequent posts I may address these duties with more specificity, as well as additional duties, however, these three duties should be fairly obvious.  Unfortunately, they are not always easy to follow.

Hopefully, volunteer board members are volunteering for the "right" reasons and are there to act in the best interest of the organization.  However, what one board member believes is in the best interest of the organization will not necessarily align with what another member believes is in the best interest.  There can be differences of opinion.  A board member must use reasonable and ordinary care in performing their duties.  They must put the interests of the organization before any other interests.

Unless give permission to disclose, confidential information should never be disclosed.  This can include discussions in executive session.  However, as we volunteer for boards we sometimes have access to so much information it is difficult to know or remember what information has not been made public.  When in doubt don't disclose and refer the matter to the Executive Director or legal counsel. 

A board member must avoid conflicts of interest.  (A similar duty is to disclose conflicts when they arise.)  Avoiding a conflict can simply mean abstaining from a vote.  However, it may mean not participating in any discussion and it can mean that a board member might have to abstain from a business opportunity of their own if it is in direct competition with the organization.  This does not mean that a board member can never compete with the organization.  In any conflict situation, disclosure is necessary and a discussion with legal counsel and/or the Executive Director will help resolve the situation.

Although I focused on volunteer board members for this blog the same duties will apply in a paid situation as well.  Don't let these fiduciary duties prevent you from serving as a volunteer.  We need your service.