Fiduciary Role of Secretary as Board Member

[Daisy Carrington]

I am secretary for a non-professional, non-profit organization. I have a background in financial analysis and have noted several points in the financial documents that need to be corrected. What are my fiduciary responsibilities as a board member? It is my understanding that once an error is noted, I need to bring this to the Board and have it corrected, as the money is not ours, but the membership's. I'm looking for validation that I have a fiduciary responsibility to the general membership to be proactive and make the necessary changes as a Board member, not as secretary. The President told me that "it is tough when you are secretary, but we must respect the treasurer." The treasurer is not adhering to the organization's policies and has produced erroneous documents. My questions and advice have not gone over well so far.

[Ann Rempel]

A board member should carry out the duties and responsibilities required by all the governing documents.

[Edgar Guest]

I'm looking for validation that I have a fiduciary responsibility to the general membership to be proactive and make the necessary changes as a Board member, not as secretary.

 

FWIW, I'm happy to "validate" that responsibility. Every member of an organization has a responsibility to act in the best interests of the organization.

 

But if you're asking whether you have some legal exposure, that's a question for an attorney.

[Kim Goldsworthy]

What are my fiduciary responsibilities as a board member?. . . I'm looking for validation that I have a fiduciary responsibility to the general membership to be proactive and make the necessary changes as a Board member, not as secretary.

Your quesition is not a question of parliamentary procedure.

It is more of a legal question.

There is no citation in the 11th edition of RONR which will likely apply.

[Kennett sportsman]

I agree with both of the other responders. Any board member has a general fiduciary responsibility to call attention to anything they think may be an error in process or documentation/official records. I suspect that a person holding the office of Secretary may be held to a higher standard than a non- executive board member. Legal exposure as a result of discovering the errors or discrepancies and reporting them to the board (or not!) is a separate matter.

[Edgar Guest]

I suspect that a person holding the office of Secretary may be held to a higher standard than a non- executive board member.

 

What's a non-executive board member?

[Kennett sportsman]

In my experience a "non-executive" board member is a board member who is not an elected officer of the Board.

[Edgar Guest]

In my experience a "non-executive" board member is a board member who is not an elected officer of the Board.

 

Okay. But RONR makes no such distinction and, unless your bylaws do, it might be best to avoid that term. All board members are board members. If some happen to hold additional offices (e.g. secretary) it doesn't make them any more, or less, board members. The secretary may have additional responsibilities as secretary but not, per the title of this topic, "as board member".