What are boards of directors tasked to do?

In general terms, there are three main duties that a non-profit board of directors has to fulfill:

  • Duty of care
  • Duty of obedience
  • Duty of loyalty

The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of “care that an ordinary prudent person would exercise in a like position and under similar circumstances.” This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.

The duty of obedience requires Board members to be faithful to the organization’s mission and the rules/laws of the Federal and State governments. They are not permitted to act in a way that is inconsistent with the central goals of the organization.

The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.

Source:  InPhilanthropy.com

The powers of the GSUSA National Board of Directors are found in Article X of the GSUSA Constitution and in the GSUSA Bylaws and Congressional Charter.

Related FAQ:

What powers does the National Board have?

The National Board is authorized to:

  • Determine time and place of National Council Session1
  • Call a special meeting (majority of members required)2
  • Create proposals to be acted upon by the National Council3
  • Determine deadline for proposals4
  • Determine what proposals submitted by councils can be acted upon (unless submitted by 15% of councils)4
  • Administer the requirements for the credentials established by the National Council5
  • Establish standards5
  • Issue standards, procedures, and interpretations5
  • Issue credentials6
  • Revoke credentials6
  • Manage affairs of the corporation between sessions of the National Council7
  • Fill vacancies in its own membership until the next regular session of the National Council8
  • Can act on behalf of the National Council in the event of an emergency that makes it impossible for the National Council to meet9

 

1 Defined in the Constitution under ARTICLE V/SESSIONS OF THE NATIONAL COUNCIL/Regular Sessions
2 Defined in the Constitution under ARTICLE V/SESSIONS OF THE NATIONAL COUNCIL/Special Sessions
3 Defined in the Constitution under ARTICLE VI/PROPOSALS TO THE NATIONAL COUNCIL/Origin Of By National Board of Directors
4 Defined in the Constitution under ARTICLE VI/PROPOSALS TO THE NATIONAL COUNCIL/Origin Of By Local Councils
5 Defined in the Constitution under ARTICLE VIII/CREDENTIALS/Administration
6 Defined in the Constitution under ARTICLE VIII/CREDENTIALS/Issuance Revocation
7 Defined in the Constitution under ARTICLE X/NATIONAL BOARD OF DIRECTORS/Management of Corporation
8 Defined in the Constitution under ARTICLE X/NATIONAL BOARD OF DIRECTORS/Vacancies
9 Defined in the Constitution under ARTICLE X/NATIONAL BOARD OF DIRECTORS/Emergency Powers

Related post:

Governance and Operations – What’s the Difference?

Posted: December 14, 2018

It’s very important to know the difference between these two things as a delegate.

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