Board members are required to attend board meetings.
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"For lack of guidance a nation falls, but victory is won through many advisers" (Proverbs 11:14). |
GOVERN Well
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Board membership carries a different weight than any other volunteer position in a pregnancy help organization. There are legal duties required of each board member who agrees to serve (or fails to correctly indicate when their service is ended). Such legal duties comprise the fiduciary responsibilities of the board and each board member. Attendance and participation at board meetings, in a practical and legal sense, are necessary to fulfill the duty of care. almost every set of bylaws allows for some number of “excused absences.” But excusing an absence does not excuse the responsibility of the board member.
The Scripture (Proverbs 11:14) reveals the importance of a “multitude of counselors” in seeking security, safety or victory (depending upon which version you read). The Board is empowered legally to provide governing counsel to the organization. As with any group of people, each Board member brings a unique perspective and experience to the deliberations at hand.
When a Board member is absent from the group conversations that occur at board meetings, there are at least four potential dangers that arise from the absent board members. The dangers range from lost opportunity to negligence.
Lost opportunity
Missing any one meeting – whether excused or otherwise – is to potentially deprive the governing body of the organization of insight and information. This is a lost opportunity for a fuller discussion and richer decision-making process. The opportunity for participating in that conversation at that time is past. Good and conscientious board members will seek to make up for that loss by absorbing the minutes of the meeting and seeking details to better understand the flow of the conversation.
Disrespecting others
Each person makes a commitment to attend meetings by accepting the role of board member. In doing so, they align themselves with several others who have made the same commitment. When a board member is routinely absent, their absence becomes more than a “lost opportunity” and can be seen as disrespectful of the time and effort of the other board members.
Everyone is busy. Everyone’s family and schedule are important. To consistently be absent for other than providential reasons is to diminish what others are sacrificing in their service on the board. We must not depend upon the grace of others who are setting aside valuable things (family, work, rest, etc.) to bear the weight of governance.
Legal infraction
Sometimes the good intentions of fellow board members can create a legal breach. Some boards vote a high profile and/or highly respected individual onto the board knowing that their ability or availability to attend board meetings will be an issue. It becomes accepted that this “board member” will not regularly attend meetings or participate in the regular governance of the organization. This is a violation of several aspects of the legal duty of care.
If absences exceed what the bylaws allow for, this is technically legal infraction. Fortunately for chronic absentees, there is little to no external enforcement measure. Unfortunately, chronic absentees force others – particularly the board chair/president – into the uncomfortable position of confrontation or even exercising a clause for dismissal.
In fact, the board chair/president must act to avoid exposure to the external charge of negligence.
Negligence
While no pregnancy help board we know of has been exposed publically for negligence, there are several examples of non-profits under scrutiny for organizational behaviors – mishandling funds, hiring practices, etc. – where board attendance was or became an issue. When negligent acts of the executive director or staff come to light, the first group examined is those with oversight. The board’s individual actions – especially attendance and participation in meetings – are scrutinized carefully.
Even if the original charges of negligence are without merit, board members found not to be properly exercising their duty of care to attend, participate, and take seriously their role, could themselves be negligent.
Proper Stewardship
While the dangers listed are practical and procedural, our greatest call is to exercise proper stewardship of the mission to which God has called us. Whether we serve primarily in the counseling room, classroom, or conference room, our chief aim should be good stewardship of the people, programs, and provision the Lord has provided. The legal system’s call for a duty of care should not be greater than that of our God who calls us as stewards to this work.
