Minnesota Nonprofit - Conduct Policies for Board Members

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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

A code of conduct guides the behavior of your board members, and it serves as a set of principles to guide their decision-making and other activities. Your code of conduct policy ensures that your board members are accountable for the decisions and choices they make.

Board members should be as open as possible about all the decisions and actions they make. They should give reasons for their decisions and restrict information only when the wider public interest clearly demands it. Honesty.

When you agree to serve on a nonprofit organization's board, you assume a number of responsibilities to the organization and a series of fiduciary duties (legal obligations) on its behalf. Specifically, a director is obligated to fulfill three primary fiduciary duties ? loyalty, care and obedience.

Here are a few types of people who should avoid serving on Boards: Those Who Lack Objectivity. ... People Who Are All Talk And No Action. ... Those Who Are Conflict-Averse. ... People Who Don't Play Well With Others. ... Those Who Are Greedy. ... People Who Are Resistant To Change. ... People Who Are Not Team Players.

Refusing to accept or complete tasks. failing to disclose conflicts of interest. monopolizing board discussions, or simply not participating in the conversation at all. behavior disrespectfully toward the board president and other members.

How to Write Nonprofit Bylaws in 7 Simple Steps Decide Whose Responsibility it is. ... Research Bylaw Requirements for Your Type of Nonprofit. ... Create a First Draft. ... Review Your Draft Internally. ... Manage the Scope of What's Included. ... Get a Professional Opinion. ... Review Review Review! ... Are nonprofit bylaws public record?

So, we can see that a code of conduct is a written statement that sets out the rules and conditions around being a board member, that each board member should be aware of, the company values, and how these terms may be enforced.

Types of codes of conduct integrity. objectivity. competence. confidentiality. professionalism.

?There are the obvious ones, like 'Thou shalt not steal from the building's funds' ? which unfortunately some board members still violate ? to the slightly-less egregious, like engineering board votes to benefit your own interests, such as those involving contracts with a vendor that you control ? which is often okay, ...

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Minnesota Nonprofit - Conduct Policies for Board Members