If you’ve spent time in the nonprofit sector, you may have encountered the three foundational duties expected of every Board member: Duty of Care, Loyalty, and Obedience. For years, I taught these principles without anyone raising their eyebrows or flinching. Then, during a workshop with a progressive nonprofit organization, the leaders told me those duties didn’t align with their values. The more I reflected — and read — the more I understood their concern. This framework has deep roots in old English common law, and the language it carries can feel more authoritative and hierarchical than mission-driven and values-centered.
The three duties as we know them were adapted into American nonprofit law from centuries-old legal traditions governing fiduciaries — those entrusted to act on behalf of others. “Duty of Care” asks Board members to be diligent and informed. “Duty of Loyalty” requires them to prioritize the organization’s interests above personal gain. “Duty of Obedience” holds them accountable to the organization’s mission, governing documents, and IRS legal requirements.
The vocabulary, particularly the word “obedience,” can feel uncomfortable. It can lands as a command rather than a commitment.
Does reframing the terminology change the underlying responsibilities? Not necessarily — but it can change how Board members internalize and embody them. Some organizations use alternative language, such as “Duty of Fidelity,” or add a “Duty of Equity” or “Duty of Community” to name commitments that the traditional framework doesn’t address. These adaptations do not abandon legal obligations; they work alongside them, ensuring governance language reflects organizational culture rather than contradicting it.
The feedback I received was not a rejection of good governance — it was an invitation to think more carefully about language and intention. The three duties remain valuable and legally relevant, yet the language an organization chooses to use should reflect it’s values and practices. When a Board uses language that resonates with its values, it is far more likely to live those duties out in practice. In the future, I will train Board members’ traditional duties while encouraging discussion about what language fits best for them. I expect this method to be “stickier” and more meaningful.
—I’d love to hear how your organization approaches these conversations and if you’re interested in training.
AK Consulting, LLC. Ashley Kasprzak, ashley@partnerforpurpose.com and 970.227.2519.