Fiduciary Duty

Why this matters

When you accepted a board seat, you took on legal responsibilities to the association. Most volunteers never get told what those actually are. Here they are in plain English.

The three duties

1. Duty of Care. Show up prepared. Read the materials before the meeting. Ask questions when something doesn't make sense. The standard isn't that you have to be an expert — it's that a reasonable person in your position would have done their homework.

2. Duty of Loyalty. Put the association's interests ahead of your own. Disclose conflicts of interest the moment they appear and recuse yourself from votes where you stand to benefit personally. This is the rule that catches most well-meaning board members off guard.

3. Duty of Obedience. Stay faithful to the mission and to the law. The association exists for a specific purpose laid out in its bylaws and tax-exempt determination letter. You can't vote to spend reserves on something that isn't mission-aligned, no matter how good the idea sounds.

What this looks like in practice

• You read the board packet before the meeting (Care).
• You disclose that your firm is bidding on the association's upcoming audit, and you leave the room for that vote (Loyalty).
• You push back when someone proposes spending the conference surplus on something outside the mission (Obedience).

Common traps

• The rubber-stamp board. Approving everything staff brings forward without questions is a Care violation waiting to happen.
• The "friend" vendor. A board member's cousin gives the association a "great deal." Disclose it. Get competing bids anyway.
• The mission drift vote. "We have $80,000 in surplus — let's give scholarships to high school students." Generous, but if your mission is professional development for working architects, that's outside your lane.

The 60-second self-check

Before every vote: Did I read the materials? Do I have any personal interest in this outcome? Does this serve our actual mission? If yes / no / yes, you're doing your job.