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Stable and Growing

THE THREE FIDUCIARY DUTIES

Posted on March 23, 2026March 23, 2026 by Bill Rowley

Serving on a nonprofit board is a legal act.

Most board members don’t realize what they’ve agreed to.

There are three duties that bind you — whether you know them or not.

I meet board members all the time
who didn’t realize they had legal obligations when they joined.

They do.

Three of them.

1. Duty of Care
Act with the level of care a reasonably prudent person would in the same situation.

That means:
→ Showing up
→ Reading materials
→ Asking questions
→ Making informed decisions

Silence is not neutral.
It can be a breach.

2. Duty of Loyalty
Act in the best interest of the organization — not your personal, professional, or outside interests.

→ Disclose conflicts
→ Avoid self-dealing
→ Put mission above relationships

3. Duty of Obedience
Ensure the organization stays true to its mission, its bylaws, and applicable law.

Change is fine.
But change must stay aligned with purpose.

Here’s the part most people miss:

These duties apply even if you’re an unpaid volunteer.

Even if you only attend a few meetings a year.

Even if you had no idea.

Legal responsibility is the floor.

Not the ceiling.

The best boards treat it as a foundation — not a box to check.

💬 Which of these three duties do you think is most often overlooked — and why?

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