The Association for Canadian Studies in the United States (ACSUS) is a 501(c)(3) not-for-profit corporation incorporated in the State of New York. It is governed by a board of directors, known as the Executive Council, comprised of the four officers (President, Vice President, Secretary-Treasurer, and Past President) and eight Councillors. ACSUS elects officers and members of the Executive Council at two-year intervals by mail ballot.
WHAT IS THE EXECUTIVE COUNCIL?
The Executive Council acts as and is known to outsiders as the Association's Board of Directors. Thus, officers and councillors are legally the "corporation's" officers and directors. The "board's" single most important legal duty is prudently managing the affairs of the organization. This does not mean personally overseeing day-to-day affairs; that is the job of the organization's paid professional staff. The ultimate responsibility for actions or inactions of the nonprofit as a legal entity rests with the board--for ACSUS, the Executive Council.
As a volunteer board member, the Councillor (Director) and paid staff have a fiduciary duty to the organization which includes duties of care, loyalty, and obedience. In simple terms, this means that they are required to act reasonably, prudently, and in the best interests of the organization, to avoid negligence or fraud, and to avoid conflicts of interest. The duty of care requires board members (1) to be reasonably informed; (2) to participate in decisions; and (3) to do so in good faith and with the care of an ordinarily prudent person in similar circumstances.