Board Responsibilities

Below is a summary of the article, “Your Legal Duties” by Paula Cozzi found in the January 2004 issue of Association Management.

There are three essential fiduciary duties for an association’s board of directors. They are:

1. Duty of care – Board members are required to act with care that a reasonably prudent person in a similar position would be expected to demonstrate under similar circumstances. Among these “acts” is attendance at board meetings. It might surprise some directors that they are bound by actions taken at meetings that they did not even attend. Therefore, make it a top priority to attend all board meetings.
2. Duty of loyalty – By assuming office, you commit to acting in good faith. You are declaring that the association’s purpose and well-being and best interests must prevail over your interests as an individual.
3. Duty of obedience – You have a duty to follow your association’s governing documents (such as articles of incorporation and bylaws) to carry out its mission and to ensure that funds are used for lawful purposes.