He should have been more explicit---seems like he meant Clinton's secret extracurricular doings----unknown to the board.....have rendered board members useless.
Actually, that's a very important legal point---if board members did not sign off on the Clinton deals, the tax-exempt Foundation may have violated tax laws.
tax laws....
now wouldnt that be IRONIC...if the left’s Queen of Cold were taken down by the Tax Code...just like Al Capone!!
A Foundation Board member is actually a fiduciary.
Board Member Fiduciary Duties---Becoming a foundation board member, whether for a community, private or corporate foundation, brings with it legal and ethical duties and responsibilities. Foundation board members and officers must fully understand their duties and always uphold the public trust in their role as stewards of the foundation. Here are things all grantmakers should know about board fiduciary duties.
Basic Fiduciary Duties---Foundations can be organized as either trusts or corporations, and the fiduciary standards applicable to trusts and corporations have developed somewhat separately under state law. Essentially, however, directors, trustees and officers of a foundation owe three fiduciary duties to the foundation: •Duty of Care, which requires the individual to discharge duties in good faith, in a manner one reasonably believes to be in the best interests of the organization, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. The individual must devote the time, attention and resources necessary to understand and prudently oversee the affairs of the foundation.
Requires Loyalty---the board member, when making a decision or acting on behalf of the foundation, to set aside personal or conflicting interests and act solely in the best interest of the foundation.
Requires the individual to obey all laws pertaining to foundations and act in furtherance of the foundation's charitable purposes.
Meeting Fiduciary Duties----Active Participation: Board members should actively participate in the management of the organization, including attending board meetings, evaluating reports, reading minutes and reviewing, if applicable, the executive director's performance and compensation.
The board should ensure committees operate under the direction and control of the board. Board members are responsible for committees and should regularly receive committee reports and scrutinize their work.
Board Actions: Directors should understand that for purposes of determining whether a director met the duty of care, a board member who is present at a meeting when an action is approved is presumed to have agreed to the action unless (a) he or she objects to the meeting because it was not lawfully called or convened and does not participate in the meeting, (b) he or she votes against the action, or (c) he or she is prohibited from voting on the action due to a conflict of interest.
Minutes of Meetings: Written minutes should be taken at every board meeting. The minutes should accurately reflect board discussions as well as actions taken at meetings. Minutes should be distributed to board members and formally approved at a subsequent board meeting.
Books and Records: Board members should have access to, and general knowledge of, the organization's books and records (articles, bylaws, accounting records, tax returns, voting agreements, minutes, etc.).
Accurate Recordkeeping: Board members should not only be familiar with the content of the books and records, but also should make sure that the organization's records and accounts are accurate. This may require independent audits and/or the implementation of appropriate internal controls.
Trust Property: Board members should protect, preserve, invest and manage the foundation's property, and do so consistent with donor restrictions and legal requirements.
Investigations: Allegations of misconduct should be investigated and addressed.
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Generally: Board members should avoid using their positions or the organization's assets in a way that would result in inappropriate financial gain for themselves or any member of their family.
Conflicts of Interest: Board members should ensure that conflicts of interest are appropriately addressed and the organization's conflicts of interest policy are followed
Board members should be generally aware of state and federal statutes and laws relating to nonprofit corporations or trusts, tax-exempt status, charitable solicitations, sales and use taxes and employment matters and ensure the organization follows them.
Filing Requirements: The board must ensure that the organization complies with deadlines for tax and financial reporting, including filings with the Secretary of State, Attorney General and IRS.
Governing Documents: Board members should be familiar with their foundation's governing documents and should follow the provisions of those documents.
Outside Help: When appropriate, board members should obtain opinions of legal counsel, accountants, appraisers or other professionals.
Board Member Liability---In general, only a corporation's or trust's own assets are at risk for actions taken by or on behalf of the corporation or trust. Nevertheless, the act or failure to act by a board member or officer of a foundation may sometimes result in personal liability. Actions or omissions that constitute a breach of fiduciary duty or breach of a personal contractual obligation, or that cause physical injury or death, may cause personal liability. Actions or omissions that are considered reckless or criminal may also give rise to personal liability. Individual directors and officers may also be held personally liable for a foundation's failure to withhold and pay certain federal taxes.
Very important.