Legal Duties of EAA Governors - Public

While the EAA Constitution and By-Laws define many of the duties and responsibilities of EAA Governors, there are basic legal “duties” which also apply. The following information is from the Guidebook for Directors of Nonprofit Corporations, published by the American Bar Association. For our purposes, Governors are legally the Directors of EAA. The terms “governor” and “director” are used interchangeably throughout this document.

“In carrying out their functions . . .directors are subject to two primary obligations: a duty of care and a duty of loyalty.”

The duty of care requires that first, a governor be informed; and second, a governor discharge his duties in good faith and exercise independent judgment. This is done by:
• Regularly attending meetings and participating in the discussion and voting. Abstaining is discouraged, but recusing oneself in the case of a conflict of interest is required.
• Regularly attending meetings and participating in the decisions of any committee to which assigned.
• Exercising independent judgment and acting in the best interests of the Union, regardless of other entities with which the governor is affiliated, and regardless of which group of members elected him or her to the Board.
• Assuring that he or she is well-informed through searching out the best information available and demanding that information relevant to an issue be shared between all Board members.
• Delegating the day-to-day operations of the Union and establishing procedures for monitoring and control of those operations. This is done through the mechanism of budgeting and reporting.

The duty of loyalty addresses three areas:
• A conflict of interest is defined as whenever a governor has a material personal interest in any issue which the Board addresses. This conflict must be disclosed in advance of any vote. The governor with the conflict normally should not be present when the issue is discussed, but may still participate if she or he has unique, relevant information. In any event, this governor should properly recuse herself or himself from the voting.

Should an undisclosed conflict be discovered after a vote is taken, the Board should reconsider the matter as soon as possible.
• Corporate opportunity is rarely applicable to governors of EAA as they are seldom in business for themselves where that business might receive some benefit from EAA. In those instances, disclosure is required and a decision made before the governor can take advantage of the opportunity.
• Confidentiality requires that the governor not disclose any information about the Union’s legitimate activities until those activities are already known by the members or are of public record. A governor is not a spokesperson for the Union and all disclosures of information should be made through the Union’s designated process. Normally this disclosure is made by the Board President, the Executive Director, or the Communications Officer acting under the direction of the Board. Confidential treatment applies to all current information, not just that occurring in confidential meetings or executive sessions. And truly confidential information, such as that discussed in executive session, can never be revealed.

In addition, Robert’s Rules of Order states that any person permitted to be present in an executive session is honor-bound not to divulge anything that occurred. A member can be punished under the disciplinary procedure for violations of secrecy.