The Board of Directors' prime responsibility is bringing
the association's mission to life.
As spelled out in CWEA's constitution and bylaws, the
Board of Directors:
- Acts as the representative of the Association and
manages the association's affairs and establishes
policies subject to the conditions and limitations
in the Constitution
- Receives all Committee reports and takes appropriate
action on recommendations made in these reports
- Directs investments and care of the funds of the
- Makes funds available for the regular operation
of the Association and for specific purposes.
- In addition all board members must attend all CWEA
conferences and all Northern or Regional Committee
- Board members serve on Board Committees with specific
assignments and may also be asked to serve on special
ad hoc committees or task forces.
Board members are expected to:
- Attend meetings.
- Exercise Independent Judgment
- Represent all members (not a particular constituency)
- Obtain information
- Delegate to staff and other volunteers
- No proxy for Board responsibilities
- Set policies
- Establish procedures
- Avoid Conflict of Interest
- Protect confidentiality of Board actions
BoardSource.org (dedicated to building strong and effective
nonprofit boards) explains that: Under well-established
principles of nonprofit corporation law, a board member
must meet certain standards of conduct and attention
in carrying out his or her responsibilities to the organization.
These standards are usually described as the duty of
care, the duty of loyalty and the duty of obedience.
Duty of Care
The duty of care describes the level of competence that
is expected of a board member, and is commonly expressed
as the duty of "care that an ordinarily prudent
person would exercise in a like position and under similar
circumstances." This means that a board member
owes the duty to exercise reasonable care when he or
she makes a decision as a steward of the organization.
That means board members have a duty of care to:
- Act in "good faith" in the best interests
of the organization
- Make "reasonable inquiry" to be informed
- Participate in decisions.
- May rely on experts, including legal counsel; CPA
and staff, which protects member and Corporation
Duty of Loyalty
The duty of loyalty is a standard of faithfulness; a
board member must give undivided allegiance when making
decisions affecting the organization. This means that
a board member can never use information obtained as
a member for personal gain, but must act in the best
interests of the organization.
Duty of Obedience
The duty of obedience requires board members to be faithful
to the organization's mission. They are not permitted
to act in a way that is inconsistent with the central
goals of the organization. A basis for this rule lies
in the public's trust that the organization will manage
donated funds to fulfill the organization's mission.
As a board member, you also: