Caring about the "Duty of Care"

Guest Blogger, Caryn Capriccioso: Do we support Board Members in their role?

I’ll fess up. While facilitating a board retreat recently, a board member asked a question, and I looked at my watch. We were running behind , and I was a bit nervous about getting through the agenda.

I should have noticed my own behavior first, but it took hearing an audible sigh from a fellow board member during the clarifying question for the reality of the situation to hit me full force. Both this sighing director and I were feeling anxious (even frustrated?) about this director’s attempt to understand the information he was expected to make decisions about.

Now, maybe the questioning director should have known the answers. Maybe the board discussed the topic in depth at a meeting this person didn’t attend. Maybe the information was in the board’s advance reading materials. It’s possible that the board answered this question 5 minutes ago when the director was playing on his iPhone.

But, what if the question just came up for this director? And, what if the board was about to vote on something that required him to fully understand the information? Or what if he did read the materials and didn’t understand them? Could it be possible that this board member was simply exercising his Duty of Care?

We spend a lot of time in and around the nonprofit sector grousing about how board members don’t understand their roles and responsibilities. We write documents to help them understand. We offer trainings on legal duties, responsibilities and specific organizational expectations. We hand new directors manuals and books and lists of resources. We tell board members over and over and over that they *must* exercise their legal duties and that includes not making decisions until they fully understand (or feel fully advised by someone who does understand) the issue at hand.

Yet, when they do ask questions, we look at our watches, sigh, roll eyes, get up to get a glass of water, cross arms and sometimes even brush off the questions. I’ve seen all of these things—and unfortunately, even worse.

My promise, as a board member and facilitator of board conversations, is to do better:

• To recognize that being 5 minutes behind schedule doesn’t matter
• To remember what it’s like to not know and be expected to make a decision—every single one of us has been there
• To appreciate the person who is willing to ask the question that everyone else may already know the answer to (but more than likely does not!)
• To respect the person enough to trust that they are operating from their very best intentions

I promise to support board members in upholding their duties, not just train them on what they are. And, I hope that you will join me by sharing this post with your fellow board members.

- Caryn Capriccioso, Co-Founder, InterSector Partners L3C