The folks who raise their hands and volunteer to serve on the board of directors for your non-profit officials association ought to be applauded. Helping to lead an officials association is often a thankless job that requires the volunteer to be part-administrator, part-disciplinarian and part-psychologist.
But those also are the people who must be watched the most carefully in your association. Those are the folks who handle the money, deal with discipline and give final word on much of your association’s operation. As such, your bylaws — which must be created as a state-law-required prerequisite to state incorporation of your non-profit and which may be amended by the association membership — should state specifically the particulars surrounding your association’s board of directors.
As with for-profit corporations, a non-profit’s board of directors generally includes the officers of the company as well as a number of other individuals. There is the president, who serves as the chief executive officer and is responsible for all management functions within the association. There also is a vice president, secretary and treasurer. After that, an officials association is pretty much on its own in deciding who to include on its board of directors: The chairperson of the association’s disciplinary committee, the immediate past-president, a member-at-large and the chief assignor are among the most popular choices for additional board members.
Along with the fancy titles and the board of director status comes a great deal of responsibility — and not just the responsibility of being the one to bring the chocolate-glazed donuts to the meetings. Foremost among a board’s responsibility is its legal and fiduciary duty to assure that the association meets any legal requirements, that it operates in accordance with its mission and that financial issues are handled in the association’s best interests. That “duty of care” requires directors to do such things as attend meetings, keep up-to-date on any pending association matters and carry out their duties in responsible and reasonable manners. If the local park wants to guarantee that six officials work every game, if a high school wants to require all basketball officials to wear suits upon entering the gym or if a baseball league wants to make the officials provide the bases and other equipment, the board of directors had better be ready with information on those issues and be prepared to handle them quickly and efficiently.
As part of their fiduciary responsibility, board members also are responsible for making sure that the organization has the money it needs to operate effectively. Getting actively involved in fundraising may be the fiduciary duty of every board member.
Selecting a certified public accountant to check the books, review the organization’s fiscal picture and otherwise conduct a complete financial audit — including an audit of the board’s handling of association matters — is another responsibility. In that way, the board can demonstrate to the membership that it indeed is doing its job properly and that all money is right where it should be.
Finally, a board of directors is required to balance, keeping in mind the needs and desires of the membership with the need to act with the non-profit’s best interests in mind — even if that goes against the wishes of the majority of the members.
One of the toughest things that a board of directors deals with is handling conflicts of interest. Conflicts of interest arise when the personal or professional interests of a board member are — at least potentially — at odds with the best interests of the non-profit association. It happens a lot more frequently than you might think. The vice president of your officials association proposes that her lawyer-brother handle the association’s legal affairs, or the secretary of the association suggests that the association buy its members’ uniforms from his cousin, a sporting goods store owner. Those transactions are often perfectly acceptable (check your state’s specific laws, of course) if they benefit the organization and the board makes the decisions in an objective and informed manner. However, keep in mind that even the mere appearance of a conflict is vulnerable to legal challenges and plenty of bad press. Consider adding a line or two in your new association’s bylaws prohibiting or limiting business transactions with board members and requiring board members to disclose any potential conflicts as soon as they arise. And make sure to check with your association attorney if you are ever faced with one of those potential conflicts.
This article is for informational purposes only and is not legal advice.
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