Lincoln Hornets Alumni Association, Inc. Nonprofit Directors’ Legal Duties, Obligations & Standard Operating Procedures 36 N. Euclid Ave Suite G, National City CA 91950
Directors are required to perform their duties in good faith, with ordinary care, and in the best interest of the nonprofit.
•In good faith. Good faith is shown by honesty and faithfulness to duties and obligations.
•With ordinary care. Ordinary care is the use of good judgment and common sense. It means doing what an ordinarily prudent person in a similar position would do under similar circumstances. Ordinary care may differ from director to director based on their background and experience and the role they play in the organization.
•In the best interest of the nonprofit. A director acts in the best interest of the nonprofit if the director reasonably believes that the action will benefit the nonprofit. Doing what is in the best interest of the nonprofit means being loyal to the nonprofit – it means the nonprofit’s interest prevails over the director’s personal or business interest. Doing what is in the best interest of the nonprofit means that directors are obedient to the “laws” of that nonprofit, which include adhering to the Articles of Incorporation (or Certificate of Formation), bylaws, tax-exempt status, and faithfully following its mission and purpose. As always, it means that directors follow all laws applying to the nonprofit – federal, state, and local laws and regulations. Legal Oversight: The board will ensure that it is operating in accordance with its mission and the purpose for which it was granted tax-exempt status. As safeguards of the public trust, board members are responsible for protecting the organization’s assets. The board will ensure legal and ethical integrity and maintain accountability.
•The board is responsible for ensuring that the nonprofit corporation is being run well.
•The board selects the president and decides his/her role. (The president is often called the president.) •The board supports the president and assesses his/her performance. •The board has the power to hire and remove the chief executive.
•The board provides proper financial oversight, including setting and approving an annual budget.
•The board ensures that programs are in place to further the mission and goals of the organization.
How the board and president will work together: Strong nonprofit organizations have boards and staff with respectful working relationships. It is often the job of the president to keep the board informed on various legal, financial, planning, and policy, personnel issues. And since it is the board’s job to provide oversight of the president to ensure that the nonprofit is being run well, it is helpful for the two to find a healthy balance of guidance and supervision.
Role of the board of directors vs. president; The articles of incorporation and bylaws, the board of directors are able to create any number of advisory boards or committees deemed necessary. Generally, a committee or advisory board does not have legal responsibilities. Instead, the committee or advisory board works to give advice and support to the organization in some particular way.
Even though the word “board” is included in an “advisory board” or “fundraising board” or “medical board,” these likely are committees of the governing board. These groups are not the top, ultimate governing board, and they do not have the same legal duties as the board of directors.
The Board of Directors will set duties and purpose of all committee or advisory boards. Members of the committee will receive information on their expectations and responsibilities in their role.
Protection for Directors:
•Reliance on certain information prepared by others. In some cases, a director may rely on information prepared by others. If the director is acting in good faith and with ordinary care, the director may rely on reports, financial statements, and information prepared by another director or by an employee, a committee, legal counsel, accountants, or other professionals hired. However, the director is not protected from liability if she has knowledge that makes the information unreliable.
•Delegation of Investment Authority. If the board acted in good faith and with ordinary care in selecting a financial advisor for the nonprofit, the board may have no liability from any action taken or omitted by an investment advisor who invested the funds of the nonprofit.
Indemnity: Occasionally a person is sued simply because he or she is or was a director of a nonprofit. In some situations the nonprofit may indemnify (pay the legal expenses for) the director; LHAA, Inc. will indemnify the director.
Insurance and other protections: LHAA will provide additional protection for directors by providing Director’s and Officer’s liability insurance (D & O Insurance).
Documents directors will have access to: Decision makers of LHAA, Inc. that engage in ongoing operations should understand that their duty of care goes beyond financial or business decisions to reach all decisions made in the course or scope of their duties as directors.
Directors should keep the following in files:
•Articles of Incorporation/Certificate of Formation from the Secretary of State
•Conflict of interest policy
•Minutes of the previous year •Most recent audit/review •Budget and most recent financials (Profit and Loss; Balance Sheet)
Board members should know details concerning the following matters:
•Legal form of the organization (is it a corporation or an unincorporated association)
•Mission of the organization
•Any policies affecting decision makers (e.g. Conflict of Interest Policy)
•Financial Picture (budget and financials)
•Most recent IRS Form 990
•Existence/operations of related entities
•Where the organization is conducting activities
•Tax status and applicable legal requirements of the organization (is it a 501(c)(3)
•Management structure and key employees •Committee structure
•How directors and officers are selected
Terry Robinson President
Lincoln Hornets Alumni Association, Inc.