Duty of Care

Informed decisions, due diligence, and the responsibility to pay attention.

4 Modules

Duty of Loyalty

Mission-first governance, conflicts of interest, and organizational fidelity.

4 Modules

Duty of Obedience

Legal compliance, mission alignment, and purpose-driven resource management.

4 Modules

Duty of Care

A board member's first obligation is to be informed, attentive, and exercise sound judgment in every decision.

Module 1

The Informed Director

What it means to exercise "reasonable care" as a board member. Learn the legal standard for due diligence, how courts evaluate board member attentiveness, and why showing up isn't enough.

Business Judgment Rule Due Diligence Standard Reasonable Person Test
Module 2

Financial Oversight Essentials

Reading and understanding nonprofit financial statements without being a CPA. Balance sheets, statements of functional expenses, Form 990 basics, and the questions every director should ask about the numbers.

Nonprofit Financials Form 990 Budget Review Audit Basics
Module 3

Meeting Preparation & Decision-Making

How to prepare for board meetings so you actually contribute. Reading materials, asking the right questions, understanding consent agendas, and making decisions with incomplete information.

Consent Agendas Pre-Read Analysis Decision Frameworks
Module 4

Risk Management & Oversight

Identifying, evaluating, and mitigating organizational risk. Insurance requirements, liability exposure, and building a culture where problems are surfaced early rather than hidden.

D&O Insurance Risk Assessment Whistleblower Policies

Duty of Loyalty

Every board decision must prioritize the organization's mission over personal interests, relationships, or outside pressures.

Module 5

Conflicts of Interest

Identifying, disclosing, and managing conflicts of interest. Real-world scenarios that blur the line, building a conflict of interest policy, and the mechanics of recusal.

COI Policy Disclosure Requirements Recusal Process
Module 6

Confidentiality & Board Conduct

What happens in the boardroom stays in the boardroom. Executive session protocol, handling sensitive information, and the difference between transparency and confidentiality.

Executive Sessions Information Handling Board Code of Conduct
Module 7

The Board-Executive Relationship

Governing without micromanaging. Setting expectations, conducting executive evaluations, defining the line between board oversight and staff management, and what to do when the relationship breaks down.

Executive Evaluation Delegation Boundaries Performance Management
Module 8

Fundraising & Donor Stewardship

Your fiduciary duty extends to how the organization raises and stewards donor funds. Board member responsibilities in development, gift acceptance policies, and donor intent.

Board Give/Get Gift Acceptance Donor Intent Ethical Fundraising

Duty of Obedience

Board members must ensure the organization operates within its mission, its bylaws, and the law.

Module 9

Mission Alignment & Strategic Planning

Keeping the organization true to its stated purpose. How to evaluate mission drift, build strategic plans that serve the mission, and say no to "good ideas" that don't fit.

Mission Drift Strategic Planning Theory of Change
Module 10

Legal Compliance & Regulatory Framework

The legal landscape for Ohio nonprofits. State registration requirements, IRS compliance, employment law basics, and the regulatory obligations boards cannot delegate.

Ohio Nonprofit Law IRS Compliance Filing Requirements
Module 11

Bylaws, Policies & Governance Documents

Understanding and maintaining the documents that define how your organization operates. Articles of incorporation, bylaws review, board-adopted policies, and when it's time to update them.

Bylaws Review Policy Development Articles of Incorporation
Module 12

Board Effectiveness & Continuous Improvement

Building a high-functioning board that evaluates itself, recruits strategically, onboards new members well, and continuously improves its own governance practices.

Board Self-Assessment Recruitment Strategy Succession Planning Onboarding

Capstone: Governance in Practice

The Board-Ready Certified capstone isn't a multiple-choice test. It's a scenario-based assessment that evaluates your ability to apply what you've learned to real governance situations.

Analyze a fictional nonprofit's governance challenges
Identify duty of care, loyalty, and obedience issues
Propose actionable governance improvements
Present recommendations to a peer review panel

Upon successful completion, you earn the Board-Ready Certified credential and are listed in the BoardReady director directory for Medina County nonprofits.

Ready to earn your certification?

Our first cohort is forming now. Register your interest and we'll notify you when enrollment opens.

Register Your Interest