Saturday, September 12, 2015

UPDATE: Read The Responsibilities of The Board And Committees - Fiduciary Duty And Duties Of Care

Fiduciary Duty.

Those in positions of responsibility and authority in the governance structure of an association - both volunteers who serve without compensation and employed staff - have a fiduciary duty to the organization, including duties of care, loyalty and obedience. In short, this means they are required to act reasonably, prudently and in the best interests of the organization, to avoid negligence and fraud, and to avoid conflicts of interest. In the event that the fiduciary duties of care, loyalty or obedience are breached, the individual(s) breaching the duty is(are) potentially liable to the association for any damages caused to the association as a result of the breach. This fiduciary duty is a duty to the association as a whole; even those who only serve on a particular committee or task force owe the fiduciary obligation to the entire association.

NMSA 1978, § 53-8-21. Committees. (New Mexico Non-Profit Corporation Act).

"...The committees, to the extent provided in the resolution, in the articles of incorporation or in the bylaws of the corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee or any director or officer of the corporation;..."

Our committees cannot "recommend-select-elect" a Member to be a member of their committee. The committee lets the board know they have an opening, or two, and the word goes out to all Members. Members then contact the board if they are interested. If the Member is in good standing, it is up to the board to appoint them to the committee. The committee has no choice in the matter as to who is appointed to be the members on their committee. Committee members, themselves, can only select a chair and secretary from the members on their committee.

This is how we get diversity and different points of view on our committees instead of "clicky" committees who only cherry-pick like-minded Members to be on their committee. It is healthier for our subdivision and it is also the law.