Saying Yes or No to Executive or Board Positions

2nd installment of this limited series – Definitions

First – A few DEFINITIONS of legal and business terms that have helped me to understand better my thoughts and opinions on the subject:

(Legal) Principle Defined

A fundamental, well-settled Rule of Law. A basic truth or undisputed legal doctrine; a given legal proposition that is clear and does not need to be proved. A principle provides a foundation for the development of other laws and regulations”.

Principals Defined

“As it relates to business, a principal can range from a company’s representative dealing with a contractor to the company’s leader. Some companies have a specific position identified as the principal, and these positions often represent key members of the leadership team”.,often%20represent%20key%20members%20of%20the%20leadership%20team.

About Agents

“Anyone can serve as an agent, as long as they’re mentally capable of understanding the duties the principal assigns them. An agent can serve for free – the principal’s adult child, acting under a power of attorney, for example – but in most cases, the principal pays the agent for her service.

An agent’s authority to act comes in three ways:

  • Express authority. The principal says what they want the agent to do.
  • Implied authority. These are actions necessary to carry out the principal’s express orders.
  • Apparent authority. This is when the agent deals with a third party and appears to be acting for the principal. Even if the agent exceeds his authority, the third party may be able to hold the principal to the deal.

The principal has the authority to revoke the agent’s power, subject to any contract between them”.

“The principal has three main duties:

  • To honor any contract she makes with the agent.
  • To deal fairly with the agent.
  • To indemnify the agent if following the principal’s directions gets the agent in trouble.

Definition of Indemnify

“to pay or promise to pay someone an amount of money if they suffer damage or loss”.


Agents have to act in the best interests of the principal. They can’t use their authority to line their own pockets or injure the principal in other ways. An agent managing a business under a PoA can’t transfer ownership to himself, for instance. Agents also have to act with competence and care. Hurting the principal’s interests through negligence is as unacceptable as doing it deliberately”.

Published by Trudy Sobocienski

My blog, "Beyond Leadership" is a creative place to share my personal feelings and thoughts while working in leadership roles for a variety of Alaska Native organizations, both for and not-for profit entities. An incredible leader and mentor of mine once asked while we were in Washington, DC, "What happened to you between the ages of 7-10 that motivated you to serve in a native leadership capacity". I was struck by that poignant thought and as such, include actual entries from my mother and my diaries beginning in the early 1970's. I enjoy sharing these excerpts because it captures the parallels she and I were experiencing throughout life, from two separate worldviews. Hers as a young mother of four and mine as her eldest child. I have never came across a book on leadership that lays bare a leaders personal feelings, thoughts, hopes, fears and dreams they were experiencing. So for me, my goal is two-fold: 1. Share the incredible life my parents created for my siblings and I growing up in remote Alaska; and, 2) Sharing my humanity, through my personal diaries and journals, while serving as the youngest-ever President/CEO for the Alaska Native Health Board. There are passages that will include significant policy issues I was working on throughout my career and travels. There are many more passages that do not. I cannot speak for my mom's passages, because I am reading them as I share them here, with you; with her permission of course.

Leave a Reply

%d bloggers like this: