![]() In the event that the fiduciary duties of care, loyalty, or obedience are breached, the individual breaching the duty is potentially liable to the association for any damages caused to the association as a result of the breach. In short, this means they are required to act reasonably, prudently, and in the best interests of the organization to avoid negligence and fraud and to avoid conflicts of interest. ![]() Those in positions of responsibility and authority in the governance structure of an association-both volunteers who serve without compensation and employed staff-have a fiduciary duty to the organization, including duties of care, loyalty, and obedience. However, most other matters generally are not submitted to the full membership, but rather are handled by the board, one or more of its committees, or the officers or employees of the association. Under some associations' bylaws, certain matters, such as the amendment of the bylaws or the election of officers and directors, must be submitted to the membership for a vote. However, state nonprofit corporation laws generally reserve to members the right to remove officers and directors and to amend the association's articles of incorporation, among other rights. Members have no management authority, as such authority is held by the board of directors. For example, most associations' bylaws delegate to the chief staff executive the responsibility for the day-to-day operations of the association's offices, including the responsibility to hire, train, supervise, coordinate, and terminate the professional staff of the association, as well as the responsibility for all staffing and salary administration within guidelines established by the board. For example, in many states, the board may not delegate to committees the power to elect officers, fill vacancies on the board or any of its committees, amend the bylaws, or approve a plan of merger or dissolution.Įmployees have no management authority except that specifically delegated to them in the bylaws or by the board. ![]() Furthermore, under most state nonprofit corporation laws, certain functions may not be delegated by the board to committees. Those in positions of responsibility and authority in the governance structure of an association have a fiduciary duty to the organization, including duties of care, loyalty, and obedience.Ĭommittees have no management authority except for that delegated to them by the bylaws or by the board. In a similar fashion, an officer has only the management authority specifically delegated in the bylaws or by the board, although the delegated authority can be general and broad. However, the board may delegate additional authority to a board member, such as when it appoints board members to committees. ![]() An individual board member has no individual management authority simply by virtue of being a member of the board. The board may delegate authority to act on its behalf to others, such as committees, but in such cases the board is still legally responsible for any actions taken by the committees or persons to whom it delegates authority. The board can act legally only by consensus (majority vote of a quorum in most cases) and only at a duly constituted and conducted meeting, or by unanimous written consent (in most states, boards cannot act by mail, fax, or electronic ballot). However, the ultimate legal responsibility for the actions (and inactions) of the association rests with the board. The board is responsible for policymaking, while employees (and to a certain extent, officers) are responsible for executing day-to-day management to implement board-made policy. The board of directors is the governing body of the association, responsible for the ultimate direction of the management of the affairs of the organization.
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