Pandemics and Reasonable Care in Nonprofit Organizations

As we navigate the current COVID-19 crisis, I have been reticent to espouse my usual ideas and lessons-learned about governance. It's important to acknowledge that the world has greater concerns than to explore some of the "how-tos" and "ought-tos" of nonprofit corporate governance. And yet, this pandemic has real consequences for nonprofit and association boards as they navigate these choppy waters of uncertainty. Surely, many boards are sitting on the front lines of fraught decision-making perhaps wondering whether they are taking appropriate steps.

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While it is always necessary for boards and executive leaders to take care and use prudent judgement, now is a time when the stakes of exercising one's fiduciary duty are especially high. It is essential that all nonprofit boards are equipped with knowledge and information necessary to make appropriate decisions that ensure the safety of their employees and stakeholders.

Still, a particular challenge for nonprofit boards is the role mission and purpose continues to play in the decision-making process. Charitable organizations may be torn between imposing a strict quarantine and remaining open for the purpose of serving those in need. Professional associations, particularly those in the healthcare space, are most likely balancing the need for internal safety with the need to monitor and respond to new developments. And of course, all organizations will need to make strategic decisions to protect and maintain the nonprofit's mission through the economic turbulence caused by this crisis. 

It's important for governing board members to remember that their duty to exercise reasonable care when acting on behalf of the organization has both strategic and fiduciary implications. Failing to take action in a manner that protects stakeholders in the short term and the mission in the long term could have a lasting impact for years to come. My hope and wish for nonprofit leaders at this time is that they continue to take their responsibilities seriously, act swiftly and maintain a team-oriented mindset as they deliberate over what to do next.

For those boards and executives still looking for resources and information to guide their response to this crisis (and crises in general), here are some links I recommend checking out:

In closing, I would like to express my deepest appreciation for the nonprofit and association boards working tirelessly to see their organizations through this crisis. Be well, do good work, and of course wash your hands!


Rachel Miller-Bleich, MA, CAE is a nonprofit governance consultant and owner of MillerBleich Consulting, LLC. To learn more, visit

© 2020 Rachel Miller-Bleich. All rights reserved. 


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