Members of governing boards in Iowa would be well advised to rethink past procedures and processes when evaluating their obligations as directors and trustees.

Law dictates not only obligations, but also limitations and requirements on board members, and these strictures vary from state to state. Taking such responsibility lightly might land a board member in court to substantiate past decisions and actions.

Essentially, individual board members must be conscientious, thorough and diligent in making good-faith decisions with all stakeholders taken into consideration. Without that type of consideration, a director can easily fail to meet certain obligations and wind up being held liable for such conduct. Injury could involve all parties involved in the corporation, making the board member liable to all constituents.

Potential board members ought to take into consideration the many facets of profit, non-profit and government boards before accepting an invitation to serve. They need to think about protecting themselves from personal liability and at the same time weigh the obligations that accompany such a position.

The belief that the size of the corporation determines the extent of a director’s obligations is becoming more and more outdated and maybe was always obsolete. Taking for granted that all large corporation board members are just the “rubber stampers” of the management team and all small corporation board members are directly involved with administration can lead to legal ramifications. By law, there may be no excuse for accepting obligations as a board member and then not fulfilling them, even if that is the model being dictated in the corporation.

The days of flattery at being asked might have to be replaced by an era of prudence and understanding of obligations and an insistence upon knowing expectations before accepting. Without serious contemplation, the addition of another board membership to your slate of community responsibilities could turn into a nightmare. The enticement of a few good meals, networking and an occasional retreat in a sunny location might tempt you to overlook the fact that board service is risky. Consider the legal obligations that should be at the forefront of your decision to accept. For example:

First, what is the applicable state law, and how am I personally connected to it? Second, do administrators want a “rubber stamping” of their ideas? Third, does the corporation want a board member who is seriously obligated or one who is adding to a long list of board memberships? Fourth, as a board member is there a need to procure liability insurance? And fifth, can I personally interpret the law or do I need a lawyer to handle that duty?

Managing a profit or non-profit corporation can be a challenging experience, and the obligations are tremendous. Before entering into that type of social contract, one should give serious contemplation to the chances for success.

Ammertte Deibert is a professor of sociology at Grand View College and has served as a director for non-profit organizations.

The Des Moines Business Record welcomes guest opinions on a variety of topics. To submit a piece for possible publication, contact Managing Editor Jim Pollock at jimpollock@bpcdm.com.