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Mel Gravely

Key Elements of a High-Functioning Board

Duties of Care, Loyalty and Obedience

board-trainingAt The Gravely Group, we believe that there is a critical role that nonprofits play in communities across the nation. Thus it is imperative that a nonprofit board function at a high level to ensure a clear and strategic organizational direction that supports the agency’s efforts to successfully navigate the challenges, responsibilities and opportunities of a new and changing environment.

During our Board Training, we distribute a handout called “Key Elements of a High-Functioning Board.” In that handout, we outline the three requirements for high-functioning boards:

  • The Duty of Care
    – Demonstrating care, diligence, and competence
  • The Duty of Loyalty
    – Avoiding conflicts of interest
  • Duty of Obedience
    – Acting in alignment with the organization’s mission

We don’t need to go into each of these areas in a lot of detail for the purposes of this blog. There is plenty of information online about these three duties. However, I do want to emphasis the importance of board training by giving an example of a typical situation that a board may be faced with.

Bruce is a Board member who does not always agree with actions taken by the organization.  He feels it is his right to express his opinion publicly. Recently Bruce was quoted in the local newspaper expressing his opposition to a new program that the executive director developed and the Board approved.

  • Is this an issue related to Duty of Care, Duty of Loyalty, or Duty of Obedience?
  • What actions should the board take to remedy this issue?
  • What can they do to ensure that a similar issue doesn’t happen in the future?

This is just one example of the type of exercise that we will complete during Board Training with The Gravely Group. Talking through examples such as this will better prepare the board for situations should they arise in the future. Remember, it a board’s legal obligation to follow these rules, and we should never underestimate the value of adequate training and preparation.


  1. Jose Bernardo says:

    Dear Sir,

    I would like to know if you have a book or a pamphete about this subject, Duties of Care, Loyalty, and Obedience.
    I am interested in getting one. Please contact me at your earliest convenience at 209-275-5608 or email me at


    Jose Bernardo
    Board Member
    Associated Filipino Organization
    6 West Main Street, Suite I
    Stockton, Ca 95202

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