So you want to be a board member? Think twice before you say yes.

• Author: Seaman, Brian
• Position: Feature: Charity Law

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If you are thinking about serving on a board of directors for your favourite charity the next time a spot becomes available, it would be a wise idea to ask a few questions first and also consider what your obligations will be as a board member before putting your name forward. Otherwise that acquaintance from your local health club or friendly colleague at the office trying to recruit you may be just a bit disingenuous about what's required from you.

Don't worry, the meetings never last more than a couple of hours at most and you only have to show up two or three times a year should give any prospective member good reason to ask a few questions and check the organization's bylaws and minute books. The chairperson or recruitment committee for a charity should regard recruitment for board membership with proper care. The prospective board member should be informed of the following:

* the time commitment, i.e. how many meetings will he or she have to attend and how long the meetings typically last;

* the obligation to act at all times in the best interests of the charity; and

* any fund-raising he or she will be expected to do and to what extent a personal and/or professional network will be called on to this end.

A board of directors, even for a charity or non-profit organization (NPO), serves three main functions as:

* a legal body;

* a functional or administrative body; and

* a symbolic body.

The days are long gone when a member of a board might expect to fulfill minimum performance expectations by simply showing up to a meeting now and then to help assure a quorum. Now, there are expectations of performance and due diligence; the law will hold a board of directors accountable for any failure to properly monitor how the affairs of a charity or non-profit organization are being run. Due diligence is a legal term that will, of course, mean different things depending on the professional or business context. In the context of a charity or NPO, due diligence means that the board member must conduct herself or himself in accordance with the standard of care of a reasonable board member. This will include ensuring that the charity's executive director performs her or his job in accordance with the mandate of the charity and also that the financial affairs of the organization are in order.

There are very few reported cases addressing instances where the boards of charities or NPOs have been sued. However, the fact that there...