Argh! Should We Be More Like Congress?

Mar 1, 2013 by

For years, I have preached to anyone who’d listen that a Board member for an association owes their fiduciary duty to the association and not their company, local chapter, or special interest group. Now I am questioning myself.

Lawyers may have steered us wrong, or at least in the wrong direction, years ago. I bought it and passed it on. If you serve on “my” board, you need to act in the best interest of my association. Legally, that is true, but maybe the problem is the way we are legally set up in the first place.

Why are associations set up as non-profit corporations? Yes, there are some obvious answers like taxes and liabilities, but do we really act like a corporation? Should we be judged under corporate laws? Do our board members really feel like they owe a fiduciary duty to the organization?

Please don’t hate me for this, but we are more like Congress than a corporation. Not anywhere near as dysfunctional, irrational, or irresponsible, but the similarities are striking.

Often our board member are elected and sent to us without any say from the organization or opportunity to reject them. In many cases, our board members are funded for attending our meetings by the group that sent them to us. These board members naturally ask their constituent for input on how to vote because they want to get re-elected.

Real corporate board members are paid by the corporation. They know whose best interest on which to act and there are serious consequences if they act in their own interest.

So, what now? Do we stop pretending like we are a corporate-like organization and embrace a representative democracy model? It is probably too late, but if we do, I hope we do a better job than Congress.

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