April 10, 2020
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Alex Monceaux, Editor ANPC Newsletter, Lamar University, Beaumont, Texas, USA


Almost a decade ago, I encountered a professor who preached a service obligation. She talked about it every class, in the halls, and in her office; she never let it go. Her point was, there has to be a point of praxis – that place where practice and theory intersect and inform each other. For her, this meant that each practitioner had an obligation to feed back into the system, no matter his/her level – BA, MA, Ph.D. – and that his/her voice was critical to the guiding process of the discipline. Her message resonated with me. I believed that research, teaching (practice), and service formed a triangle that informed each other and that the practitioner is best served when these are balanced. She plugged me into a service position.

At the time, I was a new professor at the college, and the old board was just looking for volunteers. I said, “Yes, I’ll help.”In the following weeks, I was nominated and elected to the position of “President.” My new “board” consisted of two graduate students, five empty positions, and two older board members that lingered on in elevated positions but with no real active duties. Before our first Board meeting, I was plunged into intrigue, power struggles, and all manner of hardships. Lucky for me, the organization I was newly representing was part of a large organization with a reliable, state office that offered exceptional board training. When I called the state office and began explaining my challenges, the CEO immediately signed me up for training. We discussed and shared policies and methods for a plethora of topics, including advocacy, social media, membership involvement, and raising leaders, but the things that stuck closest to me were the organizational structure of a Board and the fundamental duties of all Officers.

Board Organizational Structure

Understanding the organizational structure was one of the most empowering facets of my training. Because many are serving on the board were working in a school system with strict hierarchal systems, I found that many officers place themselves on a hierarchy that diminishes their influence. Consider the two different types of hierarchies:

Triangular Hierarchy


Circular  Hierarchy

In these two hierarchal models, everything is different. Consider the relationship among the President, the Officers, their committees, and the membership. In the Triangular Hierarchal model, the President is the symbolic pinnacle guiding officers, committees, and ultimately membership. This is a typical top-down model most are familiar with based on educational and work settings. In this case, the officers respond to Presidential directives and, ultimately, the results of those directives funnel back to the members. The Circular Hierarchical modal establishes the members as the central focus and imagines that the officers each share a role to support the members. Furthermore, the President’s position becomes one of equal standing to each of the other officers. This critical difference can dynamically alter an officer’s perception of his/her role and responsibility and repositions an officer to be more directly responsive to the members they serve. When the Circular Hierarchal modal is utilized, each board member is able to see themselves as having an equal position at the table while sharing the responsibilities of the association. In this way, officers can better understand their three Fiduciary Responsibilities - Duty of Care, Duty of Loyalty, and Duty of Obedience

Fiduciary Responsibilities

Many board members would ask, “What is a Fiduciary Responsibility?” It’s a great question. On most of the boards I have served, the officer had never heard of these concepts, nor did they understand that these were legal principles for which Board members can be held legally accountable. Further, it is essential to point out that an officer’s not knowing about these responsibilities does not relieve the officer from their mandated responsibility or liability if they fail to fulfill these critical duties. Because Board members are responsible for managing an entity’s assets, each officer is individually responsible for the governance of that board. Officers are often called upon to manage funds, materials, properties, as well as personnel. Price writes that recruiting and appointing new board directors, hiring and firing managers and other staff members, monitoring financial reports, and conducting annual audits all fall under the duty of care, the duty of loyalty, or the duty of obedience (Price 2018).

Duty of Care

The first duty is the Duty of Care. BoardSource defines the Duty of Care as:

“Duty of Care — Each board member has a legal responsibility to participate actively in making decisions on behalf of the organization and to exercise his or her best judgment while doing so.” (BoardSource)

This duty manifests in several ways. Initially, this is demonstrated as the legal responsibility for all officers to participate in the work of the board actively. They must “exercise ordinary and reasonable care in the performance of their duties, exhibiting honesty and good faith” (Tenebaum, 2002). This participation extends beyond the table work of a board’s meetings and is reflected in several processes. First, officers must prepare accurate reports of their activities for dissemination prior to board meetings. Additionally, any actionable item on the agenda must also have supporting documentation that enables an officer’s mindful discussion of the item. Additionally, the reports and action items must be compiled and disseminated to each officer in a timely manner so that each officer is able to read, review, research, and understand items prior to the meeting. A presenting officer must be able to succinctly summarize his/her activities and actionable items. This leads to the second responsibility - presiding officers must understand the context, the impact, and be able to ask apt questions and offer appropriate responses to move decisions forward in a decisive fashion. Officers who do not participate in these two vital processes are, in effect, working against the association’s forward progress. These officers are failing in their first fiduciary responsibility – their duty to care for the association.

Duty of Loyalty

The Duty of Loyalty is the second fiduciary responsibility and is invoked in the process of one’s Duty to Care. The Duty of Loyalty “means that board directors must place the interests of the organization ahead of their own interests at all times. Duty of loyalty means publicly disclosing any conflicts of interests and not using board service as a means for personal or commercial gain” (Price 2018). The Duty of Loyalty suggests that the officer places the association’s best interest before their own, their job, their friend, or anyone else’s interest; the officer guards the association, places it first, and protects the association from harm. One way to do this is through care – the critical participating in board decision-making processes. A second way to exercise the Duty of Loyalty is through recognizance of one’s conflict of interest. Prior to discussing new business, allowing officers to reflect on how this new business impacts them and its intersections in their personal and professional lives is critical. There is no harm in having a conflict of interest; all officers are sure to have conflicts along the way; the harm comes when the conflict is not announced. In this case, an officer may harbor biases or inclinations that can be detrimental to the association’s decision-making processes. Acknowledging the conflict in writing enables each officer to recognize the limits of an officer’s impartial decision-making capacity and helps regulate external influences that may derail an association’s mission or ability to accomplish that mission. There may be times when an officer may need to withdraw from the discussions and voting on an issue due to his/her conflict. This is exercising loyalty to the association through the exercise of care and acknowledgment of one’s limits based on personal and professional interest.

Duty of Obedience

The Duty of Obedience reminds the officer of his/her call to service – the board serves at the will of the members and is responsible for and is regulated by the law and the members. Price suggests that the “Duty of obedience means that board directors must make sure that the nonprofit is abiding by all applicable laws and regulations and doesn’t engage in illegal or unauthorized activities. The duty of obedience also means that board directors must carry out the organization’s mission in accordance with the purpose they stated in getting qualified as a nonprofit organization” (Price 2018).

The Board has a mandate to act in accordance with local and national laws. Thus, it is imperative that officers individually seek out and know legal mandates and ensure that the association is in compliance with these regulations and policies. Associations may represent various types of businesses; however, as most associations receive and disperse money, reporting of those funds is a critical duty. Failing in this duty jeopardizes the association’s ability to continue operations and can severely limit whom it can do business with. However, there are other mandates, regulations, and policies that are equally important for associations.

It is just as critical for the association to follow its own legal documents as it is to follow tax law. The lack of transparency and inequity in governance practices may make board members as equally susceptible to litigation and lawsuits as failing to report taxes would. A member who discovers the board's failure to adhere to governance practices can sue individual officers as well as the association as a whole. Thus, the duty to know, understand, and follow the organization’s governance documents is critical to the officer’s ability to be obedient to those charters and, should litigation occur, the officer’s first line of defense.

Finally, the board must ensure that it is acting in compliance with its mission. Thus, it is vital for the board to evaluate its mission and the strategic goals that it sets to accomplish that mission. This step is perhaps one of the most empowering processes an organization can take as it enables officers to construct the ways and means to accomplish their segment of the association’s mission and gives a direct charge to the work of committees and task forces. This, in essence, is the very fuel to the association’s engine, without which it is sure to flounder – agencies cannot operate without a mandate.


Understanding and following these four fundamental components of board work - organizational board structure, the Duty of Care, the Duty of Loyalty, and the Duty of Obedience - critically empowered my time on various boards. Applying these elements also allowed my officers to invest intelligently, understand their role, and know their responsibilities in a more fundamental way than reading the simple job duties listed in the officer’s section of the charter. These elements establish a board as a unit, the officers as cogs in the wheel, and energize our efforts.

Dr. Monceaux is Director/Instructor of Lamar University Pathway Program, Lamar Universities’ language program. In rebuilding the Southeast Texas Counseling Association, his board was able to realize substantial financial and membership growth in one year. Additionally, he worked with the 42 Texas Counseling Associations to develop strategic plans through re-writing by-laws and charters to come in compliance with state and federal laws while re-evaluating member goals and the association’s direction. In his service on TexTESOL IV Board of Directors, he oversaw two Editorial Boards and initiated the first board member onboarding process and the first board member leadership training event to help develop new leaders in the Texas region.


BoardSource. Role and Responsibilities. Boardsource.org. 2020. https://boardsource.org/fundamental-topics-of-nonprofit-board-service/roles-responsibilities/

Price, Nick. The Fiduciary Responsibilities of a Nonprofit Board of Directors. The Board Effect. March 12, 2018. https://www.boardeffect.com/blog/fiduciary-responsibilities-nonprofit-board-directors/

Tenenbaum, Jeffrey. Legal duties of association board members. Washington, DC: American Society of Association Executives. June 2002.

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