The Fiduciary Responsibility of the Board
Nancy R. Kirsch, PT, DPT, PhD, FAPTA
The membership of the Federation of State Boards of Physical Therapy has the responsibility to elect the Board of Directors of the organization. In doing so, the membership places its trust in the Board to be responsible stewards of the resources in carrying out the mission of FSBPT. What does that actually mean and how does the Board fulfill its role? Each Board member accepts their Fiduciary responsibility toward the organization and its membership. According to The Legal Information Institute (2019) “A fiduciary is someone acting on the behalf of another based on an expectation of trust. A nonprofit board and its members individually have three fundamental fiduciary duties: a duty of care, a duty of loyalty, and a duty of obedience.”
Governance is a year-round process. While it may appear to just occur at the fall Annual Meeting, in reality it is an ongoing cycle that is taken very seriously by the Board. Additionally, this process is made transparent to the membership through various mechanisms of communication. The Board has the responsibility of always maintaining the trust of the membership. At the very foundation of this responsibility is the mission of the organization. All board actions start with a discussion of how the decision is related to and how it will impact FSBPT’s mission.
A brief description of the FSBPT cycle of governance can start at the election each year as new Board members take on the responsibility of serving FSBPT. This may also be considered a conclusion of a long process initiated each year at the annual meeting that starts with vetting and selecting candidates to run for office and preparing them to be effective Board members if elected. Immediately after the election the Board holds its first meeting, beginning the process of coming together to fulfill the obligations of leadership.
The following month, the Board has its first face-to-face meeting in conjunction with the finance committee. As stewards of FSBPT’s resources, the Board sits in on the Finance committee’s deliberations to become thoroughly immersed in the budget process. Prior to the meeting, the Board, as well as the Finance Committee, has the opportunity to review and study the proposed budget. This budget is prepared by staff based on input from the Board’s spring strategic planning meeting, when the board decides what they want to accomplish in the next year. The budget is anchored by the Annual Goals and Objectives, which are tied to the Areas of Focus and the overall mission. The Board then has the responsibility to pass the budget as proposed or as revised.
The Board meets monthly after that, reviewing the actions of the organization related to the areas of focus accepted by the Delegate Assembly at the previous annual meeting. As mentioned above, in early spring, the Board has its strategic planning meeting, once again focusing on the fiscal health of the organization and how the mission of the organization is being carried out within our defined areas of focus. This meeting sets the budget process for the following year in motion. Subsequently, the Board continues monthly phone meetings, meeting in person again at the Leadership Issues Forum (LIF) in the summer.
LIF is an incredibly important part of the year-round governance process as it provides the membership and leadership an opportunity to hear from one another and to discuss projects that are underway to fulfill FSBPT’s mission. This meeting leads to the Annual Meeting, an opportunity for education and deliberation for all stakeholders of the organization.
This ongoing annual cycle is fluid. The membership of the organization places its trust in the Board to carry out the mission of the organization in a timely and proactive manner that is in the best interest of FSBPT and the people it serves. The responsibilities of the FSBPT Board are summarized in the Board Source book authored by Richard Ingram (2008). The ten responsibilities that Ingram suggests and the Board adheres to as best practice are as follows:
- Determine the organization’s mission.
- Select the chief executive officer.
- Support the CEO and review their performance annually.
- Ensure organization planning.
- Ensure adequate resources to carry out the mission.
- Manage resources effectively by providing oversight. (The daily management of resources is the responsibility of the CEO.)
- Determine and monitor programs and services as related to the mission.
- Enhance the public image of the organization.
- Serve as an appeal body.
- Assess its own performance and enhance its effectiveness as a Board.
The effectiveness of the Board is assessed by the membership, and the Board is always open to hearing from the membership. The membership in turn, by granting the Board the responsibility to lead and direct, allows the organization the ability to be nimble and responsive to the needs of the various stakeholders. The key to success as an organization is communication between the Board, the members, the staff, and stakeholders. The FSBPT Board members take their fiduciary responsibility very seriously and they are grateful for the opportunity to dialogue at any time with members in a shared desire to further our mission of public protection.
The Legal Information Institute, accessed 5/12/19, https://www.law.cornell.edu/wex/fiduciary_duty
Richard Ingram, Ten Basic Responsibilities of Non Profit Boards, 2nd ed. (Washington, DC: Board Source, 2008).
President Nancy R. Kirsch, PT, DPT, PhD, FAPTA received her PT degree from Temple University, her Masters in Health Education from Montclair University, Certificate in Health Administration from Seton Hall University, her PhD concentration in ethics from Rutgers University (formerly UMDNJ), and a Doctor of Physical Therapy from MGH Institute of Health Professions. She practiced in a variety of settings including in-patient rehabilitation, acute care, long term care, and home care. She owned a private practice for twenty years and currently practices in a school based setting. In addition, she is the Director of the Doctor of Physical Therapy Program at Rutgers, The State University of New Jersey. Nancy has been a member of the New Jersey Board of Physical Therapy Examiners since 1990 and was chairperson of the board for twelve years. She served as an evaluator for FCCPT. Nancy has been involved with the Federation of State Boards of Physical Therapy in the following capacities: she served two terms on the Finance committee and also served on several task forces, in addition to the Board of Directors. Nancy has been active in the American Physical Therapy Association since she was a student. She served the New Jersey Chapter as Secretary and President, and as a delegate and chief delegate to the House of Delegates. She served the national association as a member of the ethics document revision task force. She also served a five year term on the APTA Ethics and Judicial Committee and the APTA Reference Committee. She received the Lucy Blair Service Award and was elected a Catherine Worthingham Fellow from National APTA and received an Outstanding Service Award and the President's Award from the FSBPT.
Read previous issues of the FSBPT Forum.