Dual board responsibilities. (Legal).

Q: If a member of a national association's board of directors is also a member of a state or local affiliate's board, what fiduciary duty is owed to the associations and which fiduciary duty takes precedence--the duty to the national board or the duty to the affiliate board?

A: Those who serve as volunteers in unpaid positions for associations--officers, directors, chairs, and so forth--have fiduciary duties to their associations and can be held responsible for failing to honor those obligations. Some of the most important fiduciary duties owed to the association by the volunteer are the duties of care and loyalty: specifically, the exercise of reasonable care in performing functions for the association, the use of due care when conducting activities or otherwise working for the association, and the duty of loyalty to look out for the association's--not the volunteer's--best interests.

A director serving as a member of the board of directors of both a chapter and national association has a two-fold responsibility. In the case of separately incorporated affiliates or chapters, when acting as a board member for the national association, fiduciary duties would be owed to the national organization. That is, when voting on a matter for the national board, the director would be required to vote in the best interests of the national. However, when acting for the chapter as a board member, fiduciary duty would be owed to the chapter or affiliate. Although service on the national board may be for the purpose of representing the interests of the chapter or affiliate being represented, when acting in the capacity of director for the national that duty must take precedence.

Submitted by Lauren Bright, an attorney with Shaw Pittman LLP, Washington, D.C. The "Legal" item is not intended as legal advice but rather as an educational overview.