Board Member Descriptions and Conduct Policies
Report from Executive Committee:
The Executive Committee refers the following motion to the full Board for debate and approval by majority vote. As part of the expansion of the Board, and as part of the Foundation's commitment to transparency, the Committee feels it appropriate for the Foundation to maintain nonprofit industry-standard descriptions of the responsibilities of Board Members, and a basic ethics and conduct policy for Directors. The Committee further recommends both Board Members and the Governance Committee (upon approval of the resolution) review of the resources at https://boardsource.org/resources/board-member-job-description/ and https://boardsource.org/resources/codes-of-conduct-and-ethics/ for examples of appropriate content of these documents and policies.
Resolution 2024-ZZZ
Whereas, the Governance Committee is chartered with the responsibilities of establishing, maintaining, and executing training and development of Board members, and ensuring Board governance documentation is up to date, and
Whereas, the Board expresses its intention that Board members shall have clear expectations of their duties and responsibilities derived from such membership, and
Whereas, in the interest of full transparency, the Board agrees that all its members shall agree to certain policies related to ethical conduct and responsible behavior of its members;
Now Therefore, the Governance Committee is directed by the Board to prepare and provide a standard "Board Member Job Description" and "Ethical Conduct Policy for Directors", which shall be required to be accepted by all Directors-elect and current directors, to take effect at the conclusion of the next election cycle at the time new members shall take office, and
Therefore, the Governance Committee is further directed to ensure the policy document(s) are signed by all then-current and Directors-elect at the time of adoption, that signed copies be provided to the appropriate Foundation staff for storage in the Board's confidential files, and that the Secretary is notified of the acceptance of the policy by each member.
Approved by majority vote of the Board on _______________.