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
In the most general sense, this duty addresses the ideal that a board member must act in a manner believed to be in the best interest of the association. This is the good faith duty. In the overall responsibilities of a board member, the board member must use the care an "ordinarily prudent person" would show. Prudent in this case is defined as careful and cautious. The last aspect of this duty is that board members exercise reasonable care in the performance of their duties. This performance relates to two items: attendance at the board meetings, which is considered mandatory; and the delegation of authority to perform certain functions, which does not relieve the board from liability and the abdication of the responsibility.

The Duty of Loyalty
The "short" of this duty is that a board member is faithful to the association; the "long" is that the member commits his or her allegiance to the association, and acknowledges that the best interest of the association must prevail over any individual interest. This duty is also the duty that declares members must be forthcoming in recognizing and stating conflicts of interest. Members cannot put their own interest ahead of the interest of the association, nor can they profit by any action they may take on behalf of the association.

The Duty of Obedience
Board members, and by extension anyone in a position of responsibility, have a duty to follow the association's governing documents (bylaws and policy statements) and to carry out the association's mission. This duty also requires that board members comply with applicable laws and regulations. In this case, an important addition to the duty for ALCTS Board members and leaders is compliance with ALA governing documents, rules, and policies. This is particularly important, since ALCTS is not a legal entity by itself but is part of the ALA corporation, so to speak. ALA is the legal entity recognized by the law. In ALA's case the laws of Massachusetts apply since ALA is incorporated there, not Illinois, as is often believed.

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.