Council members are fiduciaries of the AHA, which means they are legally required to act for the benefit of the Association, putting the AHA’s interests above their own, making careful, good-faith decisions in the best interest of the institution consistent with the AHA's mission, independent of undue influence from any private, professional, or financial interests. All members of the AHA Council are subject to the requirements and expectations of a 501(c)(3) nonprofit organization, including the standard legal duties of nonprofit board members.
According to BoardSource, "It means board members, as stewards of public trust, must act for the good of the organization rather than for the benefit of themselves. Fiduciary duty requires board members to be objective, responsible, honest, trustworthy, and efficient. They are expected to exercise reasonable care in all decision-making, honor their duties under the law and avoid placing the organization under unnecessary risk. It also means board members ensure the programs align with the mission and that the impact of said programs is measured and reasonable."
In District of Columbia law, under which the AHA is incorporated, all non-profit board members have three distinct duties:
- Duty of care: Council members are expected to exercise care and judgment when making decisions, using all information reasonably available. Council members actively participate in the Council’s work: preparing for and attending Council meetings, asking questions, proposing plans, and exercising independent judgment.
- Duty of loyalty: Council members must ensure that any opportunity to help the Association is presented to the AHA. Council members avoid conflicts of interest and promptly report any that may occur, recusing themselves from decision-making if there is a conflict.
- Duty of obedience: Council members are expected to uphold the mission of the AHA and must not allow the Association to do anything that would endanger its nonprofit status or conflict with its mission.