Which of the following best describes a non-delegable duty?

• A. A duty that can be delegated to committees.
• B. A duty that is optional and may be waived.
• C. A duty that expires after a fixed term.
• D. A duty that cannot be delegated to others; for example, the board's duty to ensure legality and compliance.

Answer: (D)

A non-delegable duty is a responsibility that cannot be handed off to others; the person or body with the duty remains ultimately accountable, even if they appoint others to help carry it out. In corporate governance, the board must ensure legality and compliance, and this obligation cannot be fully outsourced to committees or officers. Even with delegation, the board bears ultimate responsibility if the company runs afoul of the law. That’s why describing the board’s duty to ensure legality and compliance fits this concept best.

The idea of delegating to committees would undermine non-delegable status, since delegation would transfer at least part of the duty. Treating the duty as optional or waivable misses the fiduciary nature of these obligations, which are owed and enforceable, not elective. The notion of a fixed-term expiration also isn’t about delegation; it concerns duration, not transfer of responsibility.