Fiduciary Responsibilities of Board Members: The Minnesota Nonprofit Corporation Act (Minn. Stat . §317 A) outlines the responsibilities that individuals undertake as Board members. Board members much act in good faith in the best interests of the association and with the care of an ordinarily prudent person in a like position would exercise under similar circumstances. These duties are often summarized as a duty of care, loyalty, and obedience.
Confidentiality: Although most of the work of the Governing council occurs in public meetings, Board members may be privy to confidential information, the disclosure of which might be adverse to the interests of the Minnesota State College Student Association (MSCSA). Board members shall exercise care not to disclose, divulge, or make accessible confidential information acquired in connection with their role as a member of Governing Council to anyone, unless required by law.
Board members much exercise good judgment and care at all times to avoid unauthorized or improper disclosures of confidential information. Conversations in public places, such as hotel lobbies, public areas of campus, restaurants, and elevators, as well as online, should be limited to matters that do not pertain to information of a sensitive or confidential nature. In addition, Board members should be sensitive to the risk of inadvertent disclosure and should refrain from leaving confidential information in plain view or discussing confidential information if the conversation could be heard by unauthorized persons. The obligation against disclosure of confidential information is an ongoing obligation, unless the Executive Director informs the Board that the information is no longer confidential.
Board members may be personally liable for a breach of these fiduciary obligations to MSCSA/LeadMN.