Governance: Directors' and Officers' Fiduciary Duties
The directors and officers of a nonprofit corporation are required to serve the corporation with undivided loyalty, care, and obedience. Directors and officers shall act in the best interest of Lamaze International and comply with applicable legal requirements. The provisions below are intended as reminders of this fiduciary duty obligation.
A. Duty of Loyalty
The duty of loyalty requires a director to exhibit undivided allegiance to the corporation. In exercising the duty of loyalty, Board members with conflicts of interest must excuse themselves from any participation in the area of conflict. Members of the Board of Directors must refrain from using their position or information they receive by reason of serving as an officer or director for private gain or for the benefit of a third party – even if the third party is another nonprofit organization.
B. Duty of Care
The duty of care requires directors to adequately inform themselves and carefully study, deliberate on, and monitor Lamaze International’s activities. Each Director shall discharge his or her duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation. Each Director is expected to fully prepare for and participate in meetings, to complete assignments on schedule, and to monitor and evaluate the performance of active executive management staff. Each Director is expected to share with the Board any information that might be relevant to the Board’s decision-making (other than information that is protected from disclosure by law, a legally enforceable obligation of confidentiality, or a professional ethics rule).
C. Duty of Obedience
The duty of obedience requires that directors follow Lamaze International’s articles of incorporation, bylaws, policies and state and federal law. Although directors are not responsible for technical compliance with every detail of every complex regulatory scheme, they are responsible for ensuring that there are reasonable compliance mechanisms in place.
Directors and Officers shall abide by the Confidentiality policy adopted for all volunteers (above), the Articles of Incorporation, Bylaws, and other corporate policies.
Directors shall not exercise their authority on an individual basis. Directors shall act only with the full Board of Directors or the Executive Committee, or as expressly delegated by the Board of Directors.
If a Director has significant doubts about a course of action of the Board of Directors, then he/she shall raise the concern with the Executive Committee or the Board of Directors and, when appropriate, seek independent expert advice.
Approved: April 2016