Article XIV is among the shortest in this document and one of the ones that matter most, because it describes not a procedure but a character. Three duties are owed by everyone entrusted with authority here. Loyalty puts the Nonprofit ahead of yourself. Care means arriving prepared, asking real questions, and thinking before you decide. Obedience means keeping the Nonprofit faithful to what it said it was for. They reach past the Board of Directors to anyone who acts with its authority. Every leader here runs one part of the work, and this Article tells them plainly not to argue only for that part. You either govern the whole, or you do not govern.
Section 14.1 Fiduciary Standards and Scope
Directors owe fiduciary duties to ReDrafting America and shall discharge their responsibilities in good faith. Each Director shall exercise the care of an ordinarily prudent person in a comparable position and circumstances. Each Director shall act in the manner reasonably believed to serve the Nonprofit’s best interests. These duties remain subject to applicable Pennsylvania law.
Each Director provides strategic leadership for an assigned organizational function. Every Director nonetheless owes duties to the Nonprofit as a whole. Directors shall exercise independent judgment and shall not serve solely as advocates for their assigned functions. Each Director shall contribute the knowledge and perspective of the assigned office. Every Board decision must advance ReDrafting America’s mission, Charitable Purposes, and long-term interests.
Applicable fiduciary duties and the mission-preservation responsibilities in these Bylaws shall be interpreted harmoniously whenever reasonably possible. Nothing in these Bylaws requires a Director to violate a fiduciary duty imposed by law. Fiduciary compliance does not authorize a material departure from the Nonprofit’s Charitable Purposes or Foundational Principles.
An Official Representative may exercise delegated managerial or operational authority for the Nonprofit. While exercising that authority, the person owes the Nonprofit the duties of care, loyalty, and obedience established by this Article. Those duties extend only to the authority delegated to that role.
Section 14.2 Duty of Loyalty
Directors shall act in the Nonprofit’s best interests when performing official responsibilities. Personal interests, family or business relationships, political affiliations, and outside commitments shall not improperly influence organizational decisions. Directors shall disclose and manage actual or potential conflicts under the Conflict-of-Interest Policy and these Bylaws.
A Director may learn of a business, charitable, or programmatic opportunity through Board service. If the opportunity reasonably relates to the Nonprofit’s Charitable Purposes, the Director shall first present it to the Board of Directors. Presentation must occur before the Director pursues it personally or for another person or organization for personal or Private Benefit.
Section 14.3 Duty of Care
Directors shall exercise reasonable diligence when preparing for meetings and reviewing relevant information. They shall ask appropriate questions, participate in deliberations, and make informed decisions.
Directors may rely on reports, opinions, legal counsel, auditors, committees, and other qualified professionals. Any reliance must remain within the limits authorized by applicable Pennsylvania law.
Section 14.4 Duty of Obedience
Directors shall exercise reasonable oversight of the Nonprofit’s activities. They shall help ensure those activities comply with the Articles of Incorporation, these Bylaws, and applicable law.
Directors shall also help ensure the activities remain consistent with the Nonprofit’s Charitable Purposes. They shall support continued compliance with federal requirements for organizations exempt under Internal Revenue Code § 501(c)(3).
End of Article XIV. Return to the TOC