The Role of a Director

The Role of a Director

The fundamental role of a director in a not for profit organization is to represent prudently the interests of members and other stakeholders in directing the business and affairs of the organization within the law.

Directors on a volunteer board are elected by the members, or (sometimes) appointed by the board to fill unexpired terms. By accepting the position, a Director assumes the responsibility for the overall administration of the society, its assets, its liabilities, its contracts and its overall policy.

Basic Rules

Directors are subject to three basic duties in performing their responsibilities:

1. Duty of Diligence. Directors and officers generally must act with the care that a reasonably prudent person would use under similar circumstances. They must perform their duties in good faith and in a manner; they reasonably believe to be in the best interest of the society. Prior to making a business decision, directors and officers must inform themselves of all material information reasonably available to them.
2. Duty of Loyalty. Directors and officers are required to refrain from engaging in personal activities that would cause injury or take advantage of the society. They are prohibited from using their position of trust and confidence to further their private interests. This duty demands a loyalty to the society and demands that there be no conflict between one’s duty to the organization and self-interest.
3. Duty of Obedience. Directors and officers are required to perform their duties in accordance with applicable statutes and the terms of the society’s bylaws.

Not for profit, organizations are governed by a multitude of statutes and regulations around the use of funds, tax status and other such matters. Failure to comply with these technical requirements may subject the directors and officers to personal liability for non-compliance.

Liability Insurance

In order to provide a measure of protection to the Directors against capricious suits arising from non-performance or from other causes, UWCNVI maintains Directors’ Liability Insurance.

Special Expectation Of UWCNVI Directors

The previous paragraphs outline broadly the duties and responsibilities of a director. UWCNVI has some specific expectations.

A Director of UWCNVI is expected to:

 Be committed to the UWCNVI philosophy and inform others about the UWCNVI.

 Be a donor. You cannot in good conscience ask others to do what you have not already one. Community leaders should lead by example. (Min. donation: $20)

 Attend and participate in Board and committee meetings. The heart of UWCNVI is volunteerism at its best. Your input and expertise are needed to make the society grow and prosper.

 Become knowledgeable about the UWCNVI in general and about our mission, services, policies and programs. Ask questions when it is appropriate to do so and keep up to date on developments.

 Serve on committees or task forces and offer to take on special assignments.

 Suggest possible nominees to the Board who would make significant contributions to the work of the board and the UWCNVI.

 Refrain from making special requests of the staff.

 Assist the board in carrying out its fiduciary responsibilities, such as reviewing the annual financial statements.