An effective process for board development can both preclude and alleviate
the costs and strains associated with
an underperforming board.
starting point for forming board orientation programs:
• Fiduciary duties of board members. The board of direc-
tors has the ultimate legal responsibility for the actions
(and inactions) of the association. Because the law grants
directors such responsibility, the law also imposes on
them obligations to act in the best interests of the associ-
ation. Note that the duty of care, duty of loyalty and duty
of obedience are fiduciary duties, not fiduciary guidelines,
suggestions or goals.
• Other responsibilities of board members. Include items
such as suggesting new ideas, following and reporting
trends in the industry, supporting the majority decision of
the board, and serving the association as a whole rather
than one special interest group or constituency.
• Reducing personal liability. Explain what board members
can and should do to reduce their personal liability, such
as showing up and being prepared for meetings, asking
the right questions and making sure they are informed.
• Additional liability protection. The liability of association
directors also is limited through indemnification by the
association, D&O and general liability insurance, and state
volunteer protection laws. Incoming board members typically have no knowledge of these additional layers of protection, and often are relieved to learn of them.
• Apparent authority. An association can be held liable for
the actions of its directors and volunteers, even when
the association does not know about, much less approve,
those actions. It’s best to talk about this issue in your
orientation in order to minimize actions or statements by
board members that are not reviewed and/or approved by
the executive director or the board.
• Antitrust compliance. Particularly among trade associations, it is important to have and enforce an antitrust compliance policy. New board members of trade associations
often can’t understand why a trade association should not
act more strongly to police or even remove “the riffraff” or
the price-cutters of the industry.
• Governing documents. You don’t necessarily need to
review the bylaws with your board, but you need to let
them know why the association needs to pay attention to
them. A quick primer on the relationship between state
law, bylaws, and policy and procedure is helpful.
• Vision and strategic plan. What have previous boards
determined is important to your association and industry?
Where would you like to go? Discuss the extent to which
incoming board members will be engaged to help review,