3.01.2 – Board and Society Liability

 

 

Intent

Board members are legally responsible for the management and control of the organization. A Board member who does not fulfill his or her duties may be liable. The Board seeks to reduce its Director's liability risks through indemnification, risk management policies and liability insurance.

Guidelines

  • The basic responsibility of Board members is to provide governance leadership of the organization within current legislation.

  • The three basic duties of Board members are:

    • Duty of diligence (to act in the best interests of the organization)

    • Duty of loyalty (to place the interests of the organization first)

    • Duty of obedience (to act within the scope of their authority)

Procedures

  • Board Nominees will be informed of their basic duties during the Board orientation process

  • The Society will indemnify its Directors for liabilities that they may incur in carrying out their duties as members

  • The SSO will develop Risk Management policies to ensure mitigation of potential risks

  • The SSO will purchase Directors’ and Officers’ Liability Insurance

 

  Cross-reference guide:

 

  • Bylaws – Articles 12; 13

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