The Fourth Duty of a Board Member: The Duty to Inform


There are generally three recognized duties of board members:

· The Duty of Care,

· The Duty of Obedience, and

· The Duty of Loyalty

However, according to the DC Bar Pro Bono Center, there is the fourth duty of board members and that is the Duty to Inform: “Officers have a duty to provide the Board of Directors with any information the officer has learned while performing his or her duties that is material to the Board in carrying out its responsibilities to the Organization”.


The DC Bar states further, “An officer also has an obligation to inform a superior officer, the Board of Directors, or other appropriate person if the officer believes that another person has engaged or is likely to engage in a material breach of duty to the Organization or in a material violation of the law involving the Organization. If you serve as an officer of the Organization as well as a director, you must comply with the duty to inform. If you only serve as a director, you too must inform your fellow directors of any wrongdoing as part of carrying out your duty of care to the Organization”.


Nonprofit board members serve as fiduciaries and as such, they have an attendant responsibility to take action in cases of crime, nonfeasance, misfeasance, or malfeasance. Individual members have a duty to bring the matter before the appropriate authority and in the case of a board, they should refer the matter to the responsible committee with instructions to investigate and report on the matter to the board with recommendations as to how to proceed.


In the words of the late congressman John Lewis, “When you see something that is not right, not fair, not just, you have to speak up. You have to say something; you have to do something.

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