Road Runners Club of America

Empowering Everyone to Run!

Legal Responsibilities for Boards

As a collective body, the Board’s role is to ensure that your organization functions within a framework that supports your mission. The primary duties of the board are encapsulated in three duties:
  • Duty of Care,
  • Duty of Loyalty
  • Duty of Obedience.
Duty of care means a member ensures they are reasonably informed and they actively participate. Duty of loyalty means a board member serves in the best interest of the organization. Duty of obedience means a board member complies with applicable laws, adheres to the bylaws, and is a guardian of the mission and assets of the organization.

The following are the legal responsibilities of nonprofit boards outlined by Richard T. Ingram, PhD and Bruce R Hopkins, JD in their books respectively, Ten Basic Responsibilities of Nonprofit Boards and Legal Responsibilities of Nonprofit Boards.

  • Adherence to local, state and federal laws pertaining to nonprofit organizations.
  • Filing and making timely and accurate required reports to local, state, and federal governments
  • Keeping records of lobbying activities and expenditures
  • Protecting the organization’s staff from harm and ensuring compliance with OSHA standards
  • Maintaining personnel policies that include a grievance policy
  • Registering with the appropriate state agencies before launching fundraising campaigns
  • Adhering to the organization’s bylaws and articles of incorporation and amending them as necessary
  • Providing for an independent annual audit of the organization’s financial statements and activities.
  • Publishing an annual report to provide to members, which includes financial statements.

Other legal responsibilities running club boards should understand:

  • Adopt recommended policies to protect the integrity of the club
  • Ensure well-written contracts with independent contractors that outline clear deliverables, clear payment terms, and clear ownership of works for hire by the club.
  • Ensure appropriate trademarks are filed and maintained to protect the brand and identify of the club.
  • Respond immediately to complaints filed by members and/or take legal threats seriously by reviewing them with the RRCA. If a lawsuit is filed, the insurance company will appoint counsel for the club and manage the lawsuit.

Meetings and business items

Club board meetings should be scheduled with consistency, i.e. every other month. Board members and committee members should attend these meetings and members in good standing should be invited to attend as well. Keep in mind that a nonprofit club is run by the board and the members, not the person whose initial idea it was to start the club. Meetings should follow a pre-determined agenda. The meeting can and should be collegial, but should also abide by Robert’s Rules of Order. Important decisions made by the Board should be approved in the form of a motion or official resolution and recorded in the minutes as approved or not approved. Operating on general consensus without taking official votes from board members can cause confusion down the ​road. Only official decisions recorded in the minutes are binding for the organization. Board members with potential conflicts of interest should refrain from voting on items that they may benefit from. 

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