From the Office
Charles Wilt, ALCTS Executive Director
Members of the board of directors of a non-profit organization have certain responsibilities that go beyond just attending a meeting twice a year (in ALCTS' case). Some of these responsibilities derive from the organization, others are imposed by state law, or still others by a preponderance of court decisions over time. These responsibilities from outside the organization are referred to as "fiduciary" responsibilities. "Fiduciary" as defined by the Oxford Companion to Law is "a person in a position of trust, or occupying a position of power and confidence with respect to another, such that he is obliged by various rules of law to act solely in the interest of the other, whose rights he has to protect. He may not make any profit or advantage from the relationship without full disclosure."
In an association, the "fiduciary" responsibilities of a Board member include being the ultimate authority for managing the affairs of the organization, managing the assets of that organization, and keeping the good name of the organization. I believe it is important to note that although these responsibilities are specifically directed at Board members, they are equally applicable to any person who holds a position of responsibility or authority in an organization, including section chairs and executive committees, committee chairs, committee members, or discussion group chairs.
These responsibilities fall into three "duties": care, loyalty, and obedience.
The Duty of Care
The Duty of Loyalty
The Duty of Obedience
As I said at the beginning, these three duties are specifically prescribed for board members of associations, but there is much in them that applies to anyone who has a position of responsibility within ALCTS. If is worthwhile that any member who has now or expects to assume such a role be familiar with these, in that they are the heart of non-profit law and provide all of us with needed protection under the law.
I would like to acknowledge the contributions of Marianne Hartzell, Library Training Network, and a consultant for library associations around the country; and Paula Goedert, an attorney with Jenner & Block, and ALA's legal counsel, with providing much of the information for this article.