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- 1. Hearing Loss Association of America Board of Trustees Duties of Members Source: Adopted June 10, 2004 ARTICLE XI. CODE OF CONDUCT 11.O1. GUIDING PRINCIPLES. The members of the Board are responsible for the management and affairs of the corporation. As such, members of the Board should comply with the duties of care, loyalty and confidentiality as required by law. They shall conduct themselves in an exemplary manner, with accountability and integrity. They are expected to provide wise and thoughtful counsel on a broad range of issues. Board members are expected to follow this Code of Conduct, without exception. A. The chief responsibility of the Board and its management staff is to serve the best interests of the corporation and, hence, its membership. B. The individual members of the Board and the Board as a body should avoid, where possible, any conflict of interest. The Board and all members of the Board shall follow the provisions of Article X. (Conflict of Interest; Disclosure) C. The Board should guide management staff to act in a prudent and ethical manner. D. Any action taken by a Board member acting as a representative for the Board or the Board acting as a body should be guided by these precepts and a consideration of how the action will reflect on the Board and on the organization as a whole. 11.02. ETHICAL ACTIONS AND OBLIGATIONS. It is incumbent on the Board and individual members of the Board: A. To become familiar with and committed to the responsibilities of a governing board including selection of officers and oversight of their work, and preservation of the financial and programmatic integrity of the organization. B. To support the organizations fundraising efforts through personal giving in accordance with ones means, and to be willing to share in the solicitation of others. 23
- 2. C. To devote time to learn how the organization functions its uniqueness, strengths and needs. D. To carefully prepare for, regularly attend, and actively participate in Board meetings and committee assignments. E. To accept and abide by the legal and fiscal responsibilities of the Board as specified by the Articles of Incorporation, Bylaws and federal and state laws. F. To vote according to ones view of what is prudent in the best interests of the corporation and to challenge the judgment of others when necessary; yet, to support the majority decision of the Board and work with fellow Board members in a spirit of cooperation. G. To maintain the confidential nature of Board deliberations and to avoid acting as a spokesperson for the entire Board unless specifically authorized to do so. H. To understand the role of the Board as a policy making body and to avoid participation in administration of policy. I. To learn and consistently to use designated institutional channels when conducting Board business (e.g., communications between Board members and staff). J. To make judgments always on the basis of what is best for the organization as a whole and for the advancement of the mission of the organization rather than serving personal or special interests. K. Consistent with the Guiding Principles set forth in Section 11.01.no Board member shall be employed with or without compensation by the corporation except for the Executive Director. To the extent any current or former Board member desires to apply for employment by the corporation, he or she may not do so until at least two (2) years has elapsed from the date of termination of Board membership. Source: STANDARDS FOR EXCELLENCE: An Ethics and Accountability Code for the Nonprofit Sector Maryland Association of Nonprofit Organizations, http://www.mdnonprofit.org/ethics_initiative.htm 24
- 3. GOVERNING BODY Nonprofits are governed by an elected, volunteer board of directors that should consist of individuals who are committed to the mission of the organization. An effective nonprofit board should determine the mission of the organization, establish management policies and procedures, assure that adequate human resources (volunteer or paid staff) and financial resources (earned income, government contracts and grants, and charitable contributions) are available, and actively monitor the organization's management, financial and programmatic performance. A. Board Responsibilities The board should engage in long-term and short-term planning activities as necessary to determine the mission of the organization, to define specific goals and objectives related to the mission, and to evaluate the success of the organization's programs toward achieving the mission. The board should establish policies for the effective management of the organization, including financial and, where applicable, personnel policies. The board annually should approve the organization's budget and periodically should assess the organization's financial performance in relation to the budget. As part of the annual budget process, the board should review the percentages of the organization's resources spent on program, administration, and fundraising. The board should hire the executive director, set the executive's compensation, and evaluate the director's performance. The board should periodically review the appropriateness of the overall compensation structure of the organization. April 2006 25