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Fiduciary ResponsibilitiesCBB Members and SBC Directors

The Cattlemen’s Beef Board and QSBCs operate through the direction of Board members and directors

The role of a Board member or director encompasses several important powers and responsibilities

Fiduciary Responsibilities

The role of a Board member is more

than merely an honorary position

Active involvement

Participation

Fiduciary Responsibilities

Board members occupy a position

of trust and confidence. As a result,

they have a “fiduciary” relationship

to the Board

Fiduciary Responsibilities

A “fiduciary” is a person who is required to act in

scrupulously good faith, and primarily in the interest

of another

Members of the Beef Board and QSBCs must act

in the general interests of the beef industry and not

in his/her own interest or that of industry segments

Fiduciary Responsibilities

When a member has a personal

interest in a matter being

considered by the Board, he/she

should not vote on the question

Fiduciary Responsibilities

Business Judgment Rule:

So long as members conduct the business

of the Beef Board or QSBC in accordance

with their fiduciary responsibilities, they

remain free from personal liability, even if

the Board incurs financial or other harm

through their poor judgment

Fiduciary Responsibilities

Board members are liable for:

Acts of dishonesty

Willful misconduct

Gross negligence

Fiduciary Responsibilities

Board members are bound to care for

Board property and conduct and

manage its affairs in good faith, and for

a violation of these duties, resulting in

waste or a reduction of Board assets,

they can be held accountable

Fiduciary Responsibilities

Personal conduct

Operate in a business-like fashion

Respect sexual harassment policies

Fiduciary Responsibilities

Fiduciary Responsibilities

10 basic responsibilities

of nonprofit boards

1. Determine organization's mission

and purpose

It is the board's responsibility to create and

review a statement of mission and purpose

articulating the organization's goals, means

& primary constituents.

10 Basic Responsibilities

2. Select the chief executive

Boards must reach consensus on the

chief executive's responsibilities and

undertake a careful search to find the most

qualified individual for the position.

10 Basic Responsibilities

3. Provide proper financial

oversight

The board must assist in developing the

annual budget and ensuring that proper financial

controls are in place

10 Basic Responsibilities

4. Ensure adequate resources

One of the board's foremost

responsibilities is to provide adequate

resources for the organization to fulfill its

mission.

10 Basic Responsibilities

5. Ensure legal and ethical integrity

and maintain accountability

The board is ultimately responsible for

ensuring adherence to legal standards

and ethical norms.

10 Basic Responsibilities

6. Ensure effective organizational

planning

Boards must actively participate in

an overall planning process and

assist in implementing and monitoring the

plan's goals.

10 Basic Responsibilities

7. Recruit and orient new board member

and assess board performance

All boards have a responsibility to articulate

prerequisites for candidates, orient new

members, and periodically and

comprehensively evaluate its own

performance.

10 Basic Responsibilities

8. Enhance the organization's public

standing

The board should clearly articulate the

organization's mission, accomplishments,

and goals to the public and garner support

from the community.

10 Basic Responsibilities

9. Determine, monitor, and strengthen

the organization's programs and

services

The board's responsibility is to determine

which programs are consistent with the

organization's mission and to monitor their

effectiveness.

10 Basic Responsibilities

10. Support the chief executive and

assess his or her performance

The board should ensure that the chief

executive has the moral & professional

support he or she needs to further the

goals of the organization.

10 Basic Responsibilities