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Foundation Operations: Board Issues-> Board Structure-> Roles and Responsibilities

Roles and Responsibilities of a Health Foundation Trustee

Trustees act as voting members of the board with full authority and responsibility to develop policies, procedures, and regulations for the operation of a foundation. They also monitor the foundation's financial health, programs, and overall performance.

Roles and responsibilities of health foundation trustees fall under two general categories: legal requirements and basic roles and responsibilities.

Under most state laws, governing boards must adhere to the common law principles of duty of care, duty of loyalty, and duty of obedience.

Duty of Care

The duty of care describes the level of competence that is expected of a trustee. A trustee should exercise the same level of judgment as any other competent person would in a similar situation. Actions associated with this principle include:

  • attending board meetings,
  • preparing for board meetings,
  • recognizing and fulfilling all legal requirements, and
  • making informed decisions.

Other responsibilities related to the duty of care may include participating in strategic planning, hiring the CEO, and reviewing the foundation's succession plan.

Duty of Loyalty

The duty of loyalty is a standard of faithfulness. It states that trustees must act in the best interest of the foundation. Actions associated with this principle include:

  • avoiding conflicts of interest,
  • adhering to the foundation's confidentiality policy, and
  • exercising due diligence in financial and business decisions.

Duty of Obedience

The duty of obedience requires board members to act in accordance with the foundation's mission, bylaws, and articles of incorporation. Actions associated with this principle include:

  • understanding the foundation's mission and goals, and
  • being familiar with the bylaws and articles of incorporation.

Other responsibilities related to the duty of obedience may include enhancing the foundation's reputation and accessibility and upholding standards of conduct.

A trustee's basic roles and responsibilities ensure optimum functioning of a foundation's board. BoardSource lists ten basic responsibilities of nonprofit boards, which can be easily adapted to boards of health foundations.


Related Reading and Resources

The Massachusetts Attorney General's Guide for Board Members of Charitable Organizations

Office of New York State Attorney General, Right From the Start – Responsibilities of Directors and Officers of Not-for-Profit Corporations (New York, NY: 2001). This free resource provides an overview of what to consider before becoming a board member and discusses the duties of a trustee, categorized as duties of care, loyalty, and obedience.


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