COVID-19 – A Time for Refresher on Basic Board Member Duties

Bennett Napier, CAE, President/CEO, Partners in Association Management

2020 as we all know has been a “test” for not-for-profit organizations. The short and long-term impacts of COVID-19 on traditional revenue streams, membership needs, and program delivery have created some interesting dynamics relative to board staff/roles.

I have heard countless stories this year from peers that serve as CEO of a number of associations where volunteer board members, while well-intentioned, have placed themselves and potentially the organization in harm’s way, for example, having unauthorized ex parte communications directly with hotels related to contract negotiations on meeting cancellations or postponements.

Given what is at stake (which is survival for some groups), it seems appropriate for a refresher on board member responsibilities.

“Slow is smooth, smooth is fast.”

Under IRS regulations, an individual Board member, including an individual serving in the office of President acts as a part of a Board, and directs – but does not perform – the association’s duties. No board member can act unilaterally relative to making operational and strategic decisions absent what organization governance documents provide. While we may feel the need to act quickly in these uncertain times and obtain feedback from just the President or a few leaders, input from the entire leadership, when feasible, is the standard.

If organizational governance documents don’t provide clarity on some matters, then it is understood that the board would review items (requests, recommendations) and provide authorization on whom can take action, when action can be taken, and at what cost (expense), if applicable.

“Who’s on first?”

All board members need to have a clear understanding of what they are responsible for and to whom they are responsible. This understanding will not only help avoid lawsuits and liability; it will also ensure the board functions more effectively.

Board members, by nature, do not conduct the day-to-day operations of an organization; instead, the board sets policy direction and conducts performance reviews of management/staff to ensure daily operations and the work plan are executed effectively. 

The Board especially in times like COVID-19 should rely on the advice and facts provided by the association’s operational staff who are more familiar with the day-to-day operations of the organization and its history of actions (in good times and bad times). Generally speaking, an association’s management staff is educated in association law and association best practices to ensure the protection and success of the association.

The duty of loyalty for all board members is an obligation to act in the association’s best interests. Authority is granted either by the organization’s governing documents, which may include bylaws and policies and procedures, or board authorizations granted through actions taken at a board meeting.

We have learned and seen a lot this year – let’s use this opportunity to continue to grow in our own skills and continue to educate and train our dedicated volunteer leaders.

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