Roles and Responsibilities
Board member roles and responsibilities
The board members of a non-profit organization may have different roles and responsibilities related to the operations that serve the organization's mission. As well as any assigned roles, all board members also have a fiduciary duty. It is the responsibility of each individual board member to know what is involved in being a director in the organization.
A board member's fiduciary duty is the legal obligation of one party to act in the best interest of another and in a trustworthy manner. In this case, it is a legal obligation to act in the best interest of the organization. As part of this fiduciary duty, three key duties come into play.
The Duty of Loyalty
- have an undivided allegiance to the organization
- place the interests of the organization first, avoid conflicts of interest
- make fair, objective decisions in the best interests of the membership
- represent the entire membership
- maintain confidentiality
- not use one's position as a director to further private interest
Conflict of interest
Conflict of interest is a complicated issue for organizations. Conflicts of interest may be real or potential, when an action may lead to a future conflict of interest. Conflict of interest may be preceived and reported by the director in conflict but may also be preceived and reported to the chairperson by others.
Duty of Care or Diligence
- act reasonably, honestly, prudently, in good faith and with a view to the best interest of the organization and its members
- be fully informed on all business matters, ensure prudent use of all assets, and act with competence while serving as a director
- take actions that will preserve the integrity and reputation of the organization
Keep these duties in mind as you serve as a board member within your organization.
Other Related Links
- 20 Questions Directors of Not-for-Profit Organizations Should Ask about Fiduciary Duty (PDF 7.07MB Chartered Professional Accountants Canada)
- A Guide to Financial Statements for Not-for-profit Organizations: Questions for Directors (PDF 2.21 MB Chartered Professional Accountants Canada)
- Primer for Directors of Not-for-Profit Corporations (PDF 1057 KB Industry Canada)
- Board Governance Guidebook (PDF 1146 KB Alberta Agriculture and Forestry)
- Board Policies: Conflict of Interest SaskCulture Inc
- Board of Directors Conflict of Interest Policy SaskCulture Inc
Board roles and responsibilities
- to establish the organization's mission, vision and direction
- to maintain them and review if needed
- to develop and manage policy
- to ensure the financial health of the organization
- to ensure the organization has sufficient and appropriate human resources
- to direct organizational operations
- to ensure effective community relations
LeadershipTalk Webinar Board Roles & Responsibilities
LeadershipTalk Webinar Financial Statements
Other Related Links
- Legal Responsibilities of Boards (Governinggood)
For further information please contact leadership@gov.mb.ca.
