1. American College of Nurse-Midwives
Responsibilities of Nonprofit
Board Members

2. ACNM Mission Statement
The mission of ACNM is to promote the health and well-being of women and infants within their families and communities through the development and support of the profession of midwifery as practiced by certified nurse-midwives, and certified midwives.

3. Legal Responsibilities of Board Directors
Established under state and federal laws
State Law
Duty of Loyalty
Duty of Care
Duty of Obedience
Federal Law
Ensure that tax-exempt purpose of the organization is carried out
Protect assets

5. Duty of Loyalty
“When taking office as a Director, loyalty to the organization moves to the top rung of the ladder”
“The wearing of hats”: Directors must act on behalf of the organization while wearing the hat of the organization.
Put aside individual interests (friends, family, associates, other organizations, employer)
Avoid conflicts of interest

6. Understanding Conflict of Interest
A conflict of interest may exist when an individual participates in the decision-making process on an issue for the organization while having other business, professional, or personal interests that create bias or predisposition on the issue.

7. Addressing Potential Conflicts
Disclosure
Cooperate w/board decision on how to address
Disclosure only (minor conflict)
Recusal from the issue causing potential conflict (serious conflict)
Resignation (serious, immediate, or ongoing conflict which cause the director to “serve two masters”)
When in doubt – disclose, discuss, resolve conflict

8. Duty of Care
Use the care that an ordinary person would exercise in the same or similar position when conducting activities, making statements, or otherwise working as a volunteer
Exhibit honesty and “good faith”
Attend meetings & participate
regularly in governance
Be informed: be fully aware of the
Board’s issues and actions
Special visibility at the
Annual Meeting

9. Duty of Care Protect Corporate Assets: Obligations include:
Hard assets (property)
Financial resources
Trademarks, copyrights, goodwill and reputation
Tax-exempt status
Obligations include:
Implement an annual budget & review annual financial statements
Seek legal and financial advice when necessary

10. Duty of Obedience
Comply with applicable federal, state, and local laws
Follow both the “letter” &the “spirit” of its governing documents
Bylaws
Policies
Positions
Dedicate the organization’s resources solely to its corporate purposes/mission
Remain true to its mission
Does not engage in unauthorized activities

11. Indemnification
Directors are indemnified by Directors & Officers Insurance
Covers legal actions taken in good faith and in the best interest of the org.
Does not cover illegal acts
Most suits against are employee-based (i.e., wrongful termination; sexual harassment)
Others include antitrust; copyright/ trademark infringement; defamation; breach of fiduciary responsibilities

12. Duty of Confidentiality
“What goes on at a Board of Directors’ meeting, stays in the meeting”
The right to speak out and voice opinions is vital to the effective functioning of the Board
Discussion, votes, and sensitive data must be protected
Confidentiality does NOT eliminate responsibility to report on Board decisions to the members

13. Board Unity The Board acts as a unit
When a decision is made or an action taken, all Directors are obligated to support the decision or action, no matter what the vote tally
Directors are encouraged to freely state their opinions and seek support from other Directors
Once a decision is reached, the Board speaks as ONE.

14. Delegation
“The Board is empowered to ensure that the organization operates smoothly and effectively. The Board does not ‘run’ the organization.”
The Board as Macro-Manager
The Board makes policy and strategic decisions
The Board follows up, monitors, and evaluates the implementation of these policies and decisions

15. Analysis & Deliberation
Strategy & Policy
Implementation
Monitoring & Reporting