Tending the Garden: The Duty of Due Care for Board Members
Being a board member requires tending to the delicate and intricate ecosystem of your organization. To ensure that it thrives and blossoms, you must invest time, attention, and informed judgment. Let’s dig into the Duty of Due Care and uncover the essential practices that will help your organization grow strong and healthy.
Nurturing with Best Judgment
Board members must exercise their best judgment when representing the organization. This means actively participating in governance by attending meetings and reviewing relevant information about the organization. The Board of Directors should meet at least quarterly to stay informed on the progress of the organization. Being a board member means you signed up to govern the organization, not just rubber stamp or phone in decisions without adequate information or inquiry.
Active Participation
Active participation means a director must be involved in the management of the organization, which includes regularly attending board meetings, evaluating reports and finances, reading minutes, and reviewing the performance of the executive director to ensure the organization is being tended to and nurtured.
Note: it’s not “mean” to ask a board member to resign, or even voting to remove them if they do not do so, for repeatedly failing to attend and participate in board meetings. Many organizations’ bylaws provide for removal due to repeated absences. Sometimes, life happens and board members are not able to fulfill the obligations they promised. There is no shame in that, and it is good governance to not have chronically absent/non-participating board members at the helm. Gently pruning such members results in a more robust organization, and limits both the organization’s and the board member’s liability.
Reasonable Inquiry and Informed Decision-Making
To make sound decisions, you need adequate information on which to base your decisions. Carefully read, understand, and act on the documentation provided. This informed approach ensures that your decisions are grounded and beneficial for the organization’s long-term health.
And if you do not have all the information you need or still have questions before making an informed decision? Directors must request and receive sufficient information to fulfill their responsibilities effectively. For example, when a problem arises or a report or expenditure doesn’t make sense, it is your duty as a board member to inquire into the surrounding facts and circumstances. This includes investigating warnings or reports of officer or employee theft or mismanagement. When you consistently participate in discussions, ask questions, and monitor activities, you help shape the organization’s path and ensure it remains free from issues that could hinder its growth.
The Duty of Due Care is the fertile ground from which your organization’s success can grow. By actively participating, consistently attending meetings, and making informed inquiries based on adequate information, you create an environment where the organization can thrive in service of its mission and purpose.
For further information, see the Oregon Department of Justice Guide to Nonprofit Board Service in Oregon.
