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Board governance glossary

Fiduciary duty

Also called: duty of care, duty of loyalty, duty of obedience

Definition

Fiduciary duties are the legal obligations directors owe the organization. The duty of care means acting in good faith, informed, with reasonable diligence; the duty of loyalty means putting the organization's interest ahead of personal interest, which is why conflicts are disclosed. Nonprofit law often adds a duty of obedience to the mission. What the duties require in a given case is a question for counsel.

Not legal advice. Bylaws, statutes, and counsel control. Prepared Board does not give statutory opinions.

How Prepared Board records it

Not a product feature

Prepared Board does not assess whether directors met their fiduciary duties and gives no legal opinion. It keeps the process record boards often point to — decision rationale, pack materials, conflict disclosures and recusals, votes, and closure evidence — but whether that record satisfies a duty is for counsel.

Same claims, with product limits: /facts.

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Related terms

Conflict of interest · Closed decision record