What’s Your Sign? – Duty of Care

Duty of Care: What’s Your Sign?

There are three key legal duties for nonprofit boards and board members: duty of care, duty of loyalty and duty of obedience.  When I think about the duty of care, it reminds me of passing warning signs — the speed limit sign at the side of the road or the “Curve Ahead” sign at the top of a hill. While we may think those signs state the obvious, there is a reason those warnings appear.

Duty of care is the responsibility to pay attention to the organization’s activities, operations and finances. It is the duty to be prepared. As a board member, it is your responsibility to develop your own warning signs to make sure that you are fulfilling your duty of care. You can ask yourself things like:

  • Do I review meeting materials in advance?
  • Do I feel knowledgeable on the matters of business that I will soon vote on?
  • Do I reliably attend meetings?

If the answer to any of these questions is a “no,” then consider that your warning sign to re-examine your duty of care.

Duty of care is often called the prudent person duty. It is being responsible to attend meetings, ready to conduct business, willing to ask necessary questions and confident to vote your conscience.

What’s your sign? After this refresher, I hope that your sign reads “Stay in Lane” rather than “Stop Ahead!”

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