Board has Commitment Problems

Dear Kim,

I am the chair of the board of a PAC, which formed to fight an anti-gay ballot initiative and is now continuing with a grassroots organizing /legislative strategy. We are bringing on new board members, and following your advice, we drew up a “board agreement” which lays out expectations. One of the clauses is the following: “I am responsible, along with other board members, for this organization. I am responsible to know and approve all by-laws, policies and programs, and to oversee the their implementation. I know that if I am negligent in my duties and if the organization becomes the subject of a suit from a private person or from the Federal or state government, I may be held liable for the debts incurred.”

Most people have no problem with that. A couple people have questions about it, and one even had reservations that she might be signing a document that could potentially put her in a bad position of being legally unable to claim that she was not liable if it ever came to that.

Our intention was to make sure all board members know what it really means legally to serve on the board of directors of an incorporated organization. Is this language problematic? What would be a better way to say it?
—Just Wanna Be Clear

Dear Wanna Be,

When we tell people their board responsibilities, we walk a fine line between needlessly scaring them and watering down a serious commitment. It is very rare for a board to get into trouble with the law and rarer still for board members to be individually liable. However it can happen, and the language you are using describes the commitment that board members make. Being a board member has legal implications and people should know that. Someone who doesn’t want to or cannot make that commitment should not be on the board.

Using other language or having people sign or not sign the document is really not the point. A good board member comes to meetings, asks questions, makes sure the organization has enough money to do its job (partly by giving a gift and helping to raise that money) and makes sure the organization spends money properly. A good board member is proud of the organization and is an ambassador for it in the community. A good board member knows what is allowed and what is not. Many good people who can make an important contribution to an organization are not good board members, and I would use people who don’t want to accept fiduciary responsibility in some other capacity. Hold out for people on your board who are willing to be good board members.