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.