Fiduciary Duties in RONR

[MadamMember]

Recently, we've had a parliamentarian tell our organization that our chairman has a fiduciary duty to the organization (a political party), but no such duty is listed in our governing documents. The body adopted a bylaw and the chairman published a version of the bylaw that the governing body never adopted which is substantially different. 

I searched for the word fiduciary in RONR, but the word is not in the book. When I asked the parliamentarian to cite the location of such duties so I could review and understand it better, she said she didn't know and that I should go look it up myself, hence my research. 

 

[Joshua Katz]

All your board members probably have fiduciary duties to the organization, but they don't arise from RONR or from parliamentary procedure. They arise from the law - both state common law (and, in many states, statutory law) and federal statutory law. As such, understanding the fiduciary duties owed by board members is beyond the scope of this forum, and requires consulting with an attorney with expertise in fiduciary matters.

[Richard Brown]

11 hours ago, MadamMember said:

The body adopted a bylaw and the chairman published a version of the bylaw that the governing body never adopted which is substantially different. 

I'm concerned about your chairman publishing an incorrect version of the bylaws. At a meeting, someone should move to have the published bylaws corrected to reflect the true text of the amendment. Also, the chair may be subject to discipline and even removal from office due to his actions. You might look at chapter XX in RONR, which contains 26 pages on discipline.