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3.01.2 – Board and Society Liability




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.


  • 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)


  • 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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