I have reviewed and understand:
A board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization for which a court will judge conduct. These are the principles of Obedience, Loyalty & Care:
The Duty of Obedience…forbids acts outside the scope of corporate powers. The governing board of the organization must comply with state and federal law, and conform to the organization’s charter, articles of incorporation and bylaws.
The Duty of Loyalty…dictates that officers and directors must act in good faith and must not allow their personal interests to prevail over the interests of the organization.
The Duty of Care…requires directors and officers to be diligent and prudent in managing the organization’s affairs. The individuals charged with governing must handle the organizational duties with such care as an ordinary prudent person would use under similar circumstances.
Members of the Board of Directors Fiduciary Duties: I hereby agree:
- To act in the best interests of, and fulfill their obligations to, organization and its constituents-members;
- To act honestly, fairly, ethically and with integrity;
- To conduct themselves in a professional, courteous and respectful manner in all dealings;
- To comply with all applicable laws, rules and regulations;
- To act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
- To act in a manner to enhance and maintain the reputation of the organization;
- To disclose potential conflicts of interest that they may have regarding any matters that may come before the Board, and abstain from discussion and voting on any matter, in which the director has or may have a conflict of interest;
- To make available to and share with directors any information that may be appropriate to ensure proper conduct and sound operation of the organization’s governance and management;
- To respect the confidentiality of information relating to the affairs of the organization acquired in the course of service, except when authorized or legally required to disclose such information;
- To not use information acquired in the course of service for personal advantage;
- To not violate any federal, state or local laws governing the organization and to understand and adhere with all governing documents applicable to the organization.
- That I understand, per the Board’s Bylaws, absence from three (3) meetings will be considered a resignation from service.
As a member of the Board, I WILL:
- Listen carefully to my board colleagues.
- Respect the opinion of fellow board members.
- Respect and support the majority decisions of the board.
- Recognize that all authority is vested in the full board only when it meets in legal session.
- Keep well informed about developments relevant to issues that may come before the board.
- Participate in board meetings and activities of the board.
- Bring to the attention of the board any issues I believe will have an adverse effect on the Association.
- Attempt to interpret the needs of those we serve.
- Convey the actions of the board to those we serve.
- Refer complaints to the proper level on the chain of command.
- Recognize that my job is to ensure that the Association is well-managed, not to manage the Association.
- Represent all those whom the Association serves, not just a particular specialty group.
- Always work to learn how to do my job better.
- Declare conflicts of interest between my personal/professional life and my position on the board.
- Consider myself a "trustee" of the Association and do my best to ensure that it is well-maintained, financially secure, growing and always operating in the best interest of those we serve.
As a member of the Board, I WILL NOT:
- Criticize fellow board members or their opinions, in or out of the board room.
- Use the Association for my personal advantage or that of my friends, relatives, or associates.
- Discuss the confidential proceeding of the board outside the board room.
- Promise before a meeting how I will vote on any issue.
- Interfere with the duties of the administrator or undermine the administrator’s authority with staff members.
I have received a notice of where the Conflict of Interest Policy in its entirety, all Governing Documents, and fiduciary obligations are accessible to all members of the Board of Directors.
Directors will annually sign a confirmation that they have read and will comply with this Agreement.