Food, Belly Rubs, Loyalty, and Obedience
This article is third in a series of reflections on the Roles and Responsibilities of Nonprofit Boards: It’s Time for Some R & R: That’s Roles & Responsibilities - Not Rest & Relaxation
Dog lovers hope that loyalty and obedience are two characteristics their beloved canines will display toward them. At home, our beloved Molly Mae is usually very loyal. If there are treats or the promise of a belly rub involved, she can also be quite obedient.
Did you know that boards of directors are also expected to be loyal and obedient? As with the duty of care, the expectation that they act with loyalty and obedience is enshrined in various legal acts.
We hope that directors are not motivated by food and belly rubs, so what does it mean for boards to be loyal and obedient? In the words of Attorney Jeffrey S. Tenenbaum (2021), “This means that officers and directors must give undivided allegiance to the nonprofit when making decisions affecting the nonprofit. In other words, officers and directors cannot put personal interests above the interests of the nonprofit. Personal interests may include outside business, professional or financial interests, involvement in other organizations, and the interests of family members, among others.” Consequently, directors must be careful to disclose any potential conflicts of interest.
It is a tall order and, when you think about it, creates an odd dynamic. We often want individuals to serve on our boards because of their personal and professional connections, access to resources, etc. Yet, when it comes to decision-making, directors must lay aside their own interests and those of their connections and act with staunch fidelity to the very mission we want their connections to support.
The duty of obedience requires that a director act in a manner that is synchronous with the organization’s own bylaws and policies, and that is lawful. Bylaws and policies are not to be treated as documents only read once, but as the contextual font for how directors are to govern. Personnel decisions and the appointment of key board leadership positions are areas where boards’ actions are frequently out of synch with policies and bylaws. Decisions and actions must also be compliant with the law and cannot violate rights. For example, a board cannot conduct a background check on an employee or even another member without that individual’s consent.
As with the duty of care, we once again see that boards cannot act capriciously. They are beholden to something above them: the duty to act with loyalty and obedience.
Molly Mae is motivated by rubs and food. Directors, while acting with the duties of loyalty and obedience, should be motivated by their love of and care for their organization, its mission, and the community it serves—nothing else. It is a lot to expect, but not really when one considers that boards are holders of the public’s trust in the organization.