Role of the Member/Shareholder

 


Based on the organizational structure established by the Siri Singh Sahib, the Siri Singh Sahib Corporation (SSSC) is the Member of each of the nonprofit organizations and the Shareholder of KIIT, which is the holding company for the US and Indian for-profit companies and of KIT Holding BV (KIT BV). KIT BV is the holding company for the European for-profit companies. As the Member and Shareholder, the Singh Sahib Corporation is the legal owner of these entities.

As the Member of each of the nonprofit organizations, the SSSC Board has a fiduciary duty to guide each organization towards a sustainable future. It does this by ensuring that each organization is adopting and practicing sound policies on all legal, financial, ethical, and management matters. The Member is also responsible for making sure each nonprofit has sufficient resources to meet and advance its mission.
Similarly, in the for-profit realm, the Shareholder is responsible for these same things and is intended to direct the oversight of the total assets and strategic direction of the company(s) it owns. The difference between the two is that the term Member refers to the ownership of nonprofit entities whereas the term Shareholder refers to the ownership of for-profit entities.

The SSSC carries out its responsibilities as the Member and Shareholder through its Board of Trustees. While none of the trustees individually are legally registered owners of any of the entities, they are responsible for collectively carrying out the fiduciary duty of the corporation in overseeing and making decisions on the strategic management and development of the nonprofits, KIIT, and KIT BV.

Note: In the legal world, the term Member has a specific definition meaning owner. Colloquially, we often refer to our Trustees as “board members” however, that term is misleading. In the time that you serve on the SSSC Board you are officially a Trustee of the Siri Singh Sahib Corporation, the designated legal Member of the nonprofits and Shareholder of KIIT and KIT BV. Any reference to you as “members” is specifically referring to your membership as part of the Board of Trustees and not to you as listed owners of any of our nonprofits or of KIIT or KIT BV.

It is common for the Member to obtain information from the companies it oversees. Below are some examples of company documents the Member may request:

  • the company memorandum and articles of association;
  • the resolutions and minutes of general meetings;
  • the company registers including, for example, the register of members;
  • the financial statements, directors’ report and auditor’s reports; and
  • the financial statements of any subsidiary (another company owned by the company) in the past 10 years.

The Siri Singh Sahib Corporation has created its own reporting policy that more clearly defines the types of documentation and reports it expects to receive. You can read more about this policy by clicking on the link below:
KIIT Reporting Policy

Role of the Board

 


The Board of Trustees serves as the steward of the organization. The Board is responsible for setting the strategic direction, establishing the mission and vision, and developing the goals of the Siri Singh Sahib Corporation, which in turn directs the development of our nonprofits and of KIIT. The board of trustees sets the governance standards that all our organizations, boards, and employees must follow. One of the primary objectives of the SSSC Board is to populate, monitor, and review the nonprofit boards and the KIIT Board.
To give you a clear sense of the basic responsibilities of the board of trustees we have prepared the following points, which have been taken from BoardSource.
BoardSource is a 501(c)(3) organization and is a recognized leader in providing comprehensive support, trainings, and education for nonprofit leaders.

Basic Responsibilities of Nonprofit Boards

  1. Determine mission and purpose: It is the board’s responsibility to create and review a statement of mission and purpose that articulates the organization’s goals, means, and primary constituents served.
  2. Select the chief executive: Boards must reach consensus on the chief executive’s responsibilities and undertake a careful search to find the most qualified individual for the position.
  3. Support and evaluate the chief executive: The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization.
  4. Ensure effective planning: Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan’s goals.
  5. Monitor and strengthen programs and services: The board’s responsibility is to determine which programs are consistent with the organization’s mission and monitor their effectiveness.
  6. Ensure adequate financial resources: One of the board’s foremost responsibilities is to secure adequate resources for the organization to fulfill its mission.
  7. Protect assets and provide proper financial oversight: The board must assist in developing the annual budget and ensuring that proper financial controls are in place.
  8. Build a competent board: All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance.
  9. Ensure legal and ethical integrity: The board is ultimately responsible for adherence to legal standards and ethical norms.
  10. Enhance the organization’s public standing: The board should clearly articulate the organization’s mission, accomplishments, and goals to the public and garner support from the community through advocacy.

The Role of the Trustee

 


As a trustee your fiduciary duty is to the Siri Singh Sahib Corporation, which is responsible, as an organization, to oversee the strategic direction of our nonprofit and for-profit organizations for the collective benefit of all. Trustees have certain legal and individual responsibilities that must be followed. Additionally, there are several personal characteristics that will assist the trustee in performing his or her role effectively. Such characteristics include but are not limited to; critical thinking and analytical skills, listening skills, communication skills, the interest in furthering personal development, and the ability to work well with others to achieve goals that strengthen the organization as a whole. Each Trustee and the Board as a whole is legally obligated to act accordingly with the duties of board membership defined by the State of Oregon, where the SSSC is incorporated. Failure to do so can result in legal action and possible removal from the SSSC Board.

You can read more about your specific responsibilities as a Trustee in the Oregon Nonprofit Director’s Handbook, which was sent as a separate attachment.

Please see the following, prepared by BoardSource on the Role and Responsibilities of the Trustee.

What are the legal responsibilities of nonprofit board members?

 

Under well-established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. Several states have statutes adopting some variation of these duties that would be used in court to determine whether a board member acted improperly. These standards are usually described as the duty of care, the duty of loyalty, and the duty of obedience.

  • Duty of Care: The duty of care describes the level of competence that is expected of a board member and is commonly expressed as the duty of “care that an ordinarily prudent person would exercise in a like position and under similar circumstances.” This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.
  • Duty of Loyalty: The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.
  • Duty of Obedience: The duty of obedience requires board members to be faithful to the organization’s mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public’s trust that the organization will manage donated funds to fulfill the organization’s mission. This duty also requires board members to obey the law and the organization’s internal rules and regulations.


What are the responsibilities of individual board members?

  • Attend all board and committee meetings and functions, such as special events.
  • Be informed about the organization’s mission, services, policies, and programs.
  • Review agenda and supporting materials prior to board and committee meetings.
  • Serve on committees or task forces and offer to take on special assignments.
  • Keep up-to-date on developments in the organization’s field.
  • Follow conflict-of-interest and confidentiality policies.
  • Refrain from making special requests of the staff.
  • Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization’s financial statements.


Personal characteristics to consider

  • Ability to listen, analyze, think clearly and creatively, and work well with people individually and in a group.
  • Willingness to prepare for and attend board and committee meetings, ask questions, take responsibility and follow through on a given assignment, contribute personal and financial resources in a generous way according to circumstances, open doors in the community, advocate for the organization, and evaluate oneself.
  • Interest in developing certain skills that you may not possess, such as in cultivating and soliciting funds, cultivating and recruiting board members and other volunteers, reading and understanding financial statements, and learning more about the substantive program area of the organization.
  • Possession of honesty, sensitivity to and tolerance of differing views, community-building skills, personal integrity and sense of values, and concern for your nonprofit’s development.


You can view the original document by going to the following link: Board Responsibilities

To learn more about BoardSource, its mission, and the services it provides please visit their website at:
https://boardsource.org/about-boardsource/