Arkansas Nonprofit - Conduct Policies for Board Members

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US-ENTREP-0021-5
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Description

Under wellestablished principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. Several states, in fact, have statutes adopting some variation of these duties that would be used in court to determine whether a board member acted improperly. These standards are usually described as the duty of care, the duty of loyalty, and the duty of obedience.

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FAQ

The Arkansas Nonprofit Corporation Act of 1993 governs nonprofit corporations incorporated on or after January 1, 1994 or those incorporated prior to that date that have elected to be governed under the 1993 Act in amendments to their articles of incorporations.

A code of conduct, also called a statement of values or code of ethics, is a policy that outlines the principles and standards that your nonprofit board members must follow. Your code of conduct should reflect your nonprofit's mission and values and connect them to professional behavior standards.

Directors make up the governing body of your nonprofit corporation and are stakeholders in your organization's purpose and success. You'll want to identify three, unrelated individuals to meet IRS requirements.

The board is ultimately responsible for ensuring adherence to legal standards and ethical norms. The board must establish pertinent policies and procedures (e.g., personnel policies, grievance procedures), and adhere to provisions of the organization's bylaws and articles of incorporation.

The 1987 Act establishes simple and flexible corporate character- istics and requires the affirmative election of restrictive characteris- tics. The 1965 Act is considerably more prescriptive as to corporate characteristics.

Non-profit organizations are established to serve a charitable, educational, religious, or other purpose that benefits the public. A nonprofit corporation is a type of legal entity that is set up to carry out activities that are beneficial to society, but does not generate a profit.

Bylaws. (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

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Arkansas Nonprofit - Conduct Policies for Board Members