1 Fiduciary Responsibilities CBB Members and SBC Directors

The Cattlemen’s Beef Board and QSBCs operate through the direction of Board members and directors The role of a Board member or director encompasses several important powers and responsibilities Fiduciary Responsibilities

The role of a Board member is more than merely an honorary position Active involvement Participation Fiduciary Responsibilities

Board members occupy a position of trust and confidence. As a result, they have a “fiduciary” relationship to the Board Fiduciary Responsibilities

A “fiduciary” is a person who is required to act in scrupulously good faith, and primarily in the interest of another Members of the Beef Board and QSBCs must act in the general interests of the beef industry and not in his/her own interest or that of industry segments Fiduciary Responsibilities

When a member has a personal interest in a matter being considered by the Board, he/she should not vote on the question Fiduciary Responsibilities

Business Judgment Rule : So long as members conduct the business of the Beef Board or QSBC in accordance with their fiduciary responsibilities, they remain free from personal liability, even if the Board incurs financial or other harm through their poor judgment Fiduciary Responsibilities

Board members are liable for:  Acts of dishonesty  Willful misconduct  Gross negligence Fiduciary Responsibilities

Board members are bound to care for Board property and conduct and manage its affairs in good faith, and for a violation of these duties, resulting in waste or a reduction of Board assets, they can be held accountable Fiduciary Responsibilities

Personal conduct Operate in a business-like fashion Respect sexual harassment policies Fiduciary Responsibilities

10 basic responsibilities of nonprofit boards

1. Determine organization's mission and purpose It is the board's responsibility to create and review a statement of mission and purpose articulating the organization's goals, means & primary constituents. 10 Basic Responsibilities

2. Select the chief executive Boards must reach consensus on the chief executive's responsibilities and undertake a careful search to find the most qualified individual for the position. 10 Basic Responsibilities

3. Provide proper financial oversight The board must assist in developing the annual budget and ensuring that proper financial controls are in place 10 Basic Responsibilities

4. Ensure adequate resources One of the board's foremost responsibilities is to provide adequate resources for the organization to fulfill its mission. 10 Basic Responsibilities

5. Ensure legal and ethical integrity and maintain accountability The board is ultimately responsible for ensuring adherence to legal standards and ethical norms. 10 Basic Responsibilities

6. Ensure effective organizational planning Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals. 10 Basic Responsibilities

7. Recruit and orient new board member and assess board performance All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate its own performance. 10 Basic Responsibilities

8. Enhance the organization's public standing The board should clearly articulate the organization's mission, accomplishments, and goals to the public and garner support from the community. 10 Basic Responsibilities

9. Determine, monitor, and strengthen the organization's programs and services The board's responsibility is to determine which programs are consistent with the organization's mission and to monitor their effectiveness. 10 Basic Responsibilities

10. Support the chief executive and assess his or her performance The board should ensure that the chief executive has the moral & professional support he or she needs to further the goals of the organization. 10 Basic Responsibilities