What is the Board of Directors?

What is the Board of Directors?

Our board of directors is a group of individuals who are elected to govern and oversee the organization’s operations. The board is responsible for setting the organization’s mission and vision, and to provide oversight and guidance regarding the company’s long-term strategy and goals, seeing to the organizations’ financial stability and sustainability, and ensuring that the organization operates in compliance with legal and ethical standards.

The Society is a not-for-profit enterprise and does not have shareholders. The Directors’ role therefore is to represent the best interests of the Company and its members and affiliates.

Role & Responsibilities

The board of directors of has three primary legal duties referred to as the ‘duty of care, ‘duty of loyalty’, and ‘duty of obedience’.

  1. Duty of Care: Take care of the nonprofit by ensuring prudent use of all assets, including facility, people, and goodwill;
  2. Duty of Loyalty: Ensure that the nonprofit’s activities and transactions are, first and foremost, advancing its mission; Recognize and disclose conflicts of interest; Make decisions that are in the best interest of the nonprofit corporation; not in the best interest of the individual board member (or any other individual or for-profit entity).
  3. Duty of Obedience: Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission.

The Board of Directors does not exist solely to fulfill legal duties and serve as a fiduciary of the organization’s assets, they also play a significant role by serving as ambassadors and advocates.

The role of Board Directors role does not overlap with the role of Management. Directors are required to remain independent in their role and therefore they are not involved in the day to operations of the company. Design and execution of strategy as well as overall day-to-day operations are carried out by the CEO, who reports to the Board.