1. DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
Presented to the School Nutrition Association by
Peter R. Spanos
Barnes & Thornburg LLP

2. Role of the Board of Directors
The Board of Directors is the governing body responsible for all actions of the association
The Board’s primary role is to create policy

3. How the Board Acts Always by vote At a duly called meeting
Where a quorum is present
Can act by unanimous written consent

4. Committees, Staff and Members
Have the powers and duties delegated to them by the Board of Directors
Day to day management of the association is delegated to the Chief Executive Officer
Board of Directors remains responsible and accountable

5. Fiduciary Duties of Directors
Duty of Care
Duty of Loyalty
Duty of Obedience

6. Duty of Care
Officers and directors must exercise ordinary and reasonable care, acting with honesty and good faith with the same diligence, including reasonable inquiry, as any prudent person would under similar circumstances.

7. Duty of Loyalty
Officers and directors must act solely in the best interest of the association
Undivided allegiance
Avoidance of personal interests
Avoidance of actual and apparent conflicts of interest

8. What Are Conflicts of Interest?
Divided loyalty
Personal interests
Financial benefit
Excess benefit transactions
Corporate opportunity
Incomplete disclosure

9. SNA Conflict of Interest Policy
It shall be the policy of the School Nutrition Association that no member, while serving the Association in an leadership capacity, will take personal advantage of his or her leadership role by allowing a situation to exist that could be construed as a conflict of interest.

10. Duty of Obedience Officers and directors must act in accordance with:
Association’s Articles and Bylaws
Governing documents
Policy
Federal, state and local laws and regulations

11. Other Guidelines May rely in good faith on expert advice
Cannot remain ignorant
Personal liability for intentional harm
Must preserve confidentiality of information
Responsible for the actions of other directors

12. Apparent Authority
An association can be held liable for the actions of its officers, directors and other volunteers, even for unknown or disapproved actions, if outsiders reasonably believe that the association approved the actions.
American Society of Mechanical Engineers v. Hydrolevel, U.S. Supreme Court, 1982

13. How do I avoid liability and protect SNA?
Let’s discuss some guidelines.

14. Formal Protections Directors and officers liability insurance
Indemnification under the Articles and Bylaws
Volunteer protection laws
But the best “defense” is a well-developed sense of what is the “right” way to act and a working knowledge of responsibilities of leadership.

15. For example… Be thoroughly prepared before reaching decisions
Be actively involved in discussions
Make decisions without haste or pressure
Insist that minutes of meetings and vote counts are accurate
Attend all meetings
Maintain confidentiality
Carefully review financial reports and ask questions
Read association publications and news
Avoid any conflict of interest
Ask for legal advice on legal matters
Ask for accounting advice on financial matters

16. Guidelines for communications …
Respect confidentiality and security
Think about the consequences
Avoid personal attacks, fights and hostility
Obey the law
Be respectful of privacy
Know the facts
Have another officer review before sending

17. Thanks for your participation!
Questions?
Thanks for your participation!