Southeastern Cave Conservancy

Statement of Individual Board Member Responsibilities

Adopted 30 June 2001

Modified 25 January 2003

 

 

Each SCCi board member must know the organization's mission, purposes, goals, policies, programs, strengths and services.

 

Although an unpaid volunteer, each board member must:

• Be active
• Receive no material profit
• Avoid conflicts of interests
• Exercise fiscal responsibility
• Comply with applicable government regulations
• Be accountable
• Engage in fundraising

 

Be Active

Attend meetings

• Prepare for and participate in board and committee meetings, including appropriate organizational activities
• Ask timely and substantive questions at board and committee meetings consistent with their conscience and convictions, while supporting the majority decision on issues decided by the board.
• Maintain confidentiality of the board's executive sessions, and speak for the board or organization only when authorized to do so.
• Suggest agenda items periodically for board and committee meetings to ensure that significant policy-related matters are addressed.

 

Serve in leadership positions or undertake special assignments, such as committee work, willingly and enthusiastically when asked

 

Follow trends in the organization's field of interest.

 

Absence from meetings and inactivity do not excuse you from legal responsibility.

 

Receive no material profit

Serving as a board member of a nonprofit corporation like the SCCi is not very different from serving as the board member of a for-profit business. The main difference between the two types of businesses is that:

• a company that operates for-profit distributes is earnings back to the owner, owners, or the shareholders (who are also owners)
• a nonprofit corporation is prohibited from distributing any part of the money it makes to those who control its activities - the directors, officers, or members.

 

Board members can receive reimbursement only for reasonable expenses and costs incurred in carrying out their board responsibilities.

 

Avoid conflicts of interests

Serve the organization as a whole rather than any special interest group or constituency.

 

Avoid even the appearance of a conflict of interest that might embarrass the board or the organization, and disclose any possible conflicts to the board in a timely fashion.

 

Avoid transactions with the organization where you have a personal or business interest beyond your interest as a board member. In the rare instance where it is in the best interests of the organization to deal with you, you should make a full disclosure to the board of all the circumstances involved in the transaction, to be sure that the transaction is fair to the organization, refrain from voting on the transaction as a board member, and not be counted in determining the existence of a board quorum. This restriction also applies to your relatives, business associates, and friends.

 

Not all conflicts of interest involve immediate financial remuneration. Some conflicts may stem from other activities, such as pending lawsuits or litigation to which you are a party and may gain financially, as well as any personal situations that may be construed as financially self-serving by the Board, the Membership, or the general public.

 

In all matters of interest to the organization, you must put its interests ahead of your own. If an opportunity related to its purposes comes to you either as a board member or otherwise, you must make it available to the organization before you take it for yourself or another entity.

 

Maintain independence and objectivity and do what a sense of fairness, ethics, and personal integrity dictate even though not necessarily obliged to do so by law, regulation, or custom.

 

Never accept (or offer) favors or gifts from (or to) anyone who does business with the organization.

 

Exercise fiscal responsibility

Exercise prudence with the board in control and transfer of funds.

 

Faithfully read and understand the organization's financial statements and otherwise help the board fulfill its fiduciary responsibility.

 

Comply with applicable government regulations

A number of local, state, and federal laws and regulations apply to charitable corporations. As a board member, you are responsible for assuring that the corporation complies with these requirements.

 

Be accountable

As a board member you have a duty to care for the organization's affairs in good faith and with at least that degree of diligence, care, and skill which ordinarily prudent people would exercise under similar circumstances in like positions. Your good faith is not enough.

 

Board members must act with knowledge and after adequate deliberation. Board members can be held personally liable by third parties injured by actions of the organization.

 

Engage in fundraising

Give an annual gift according to personal means.

 

Assist in implementing fundraising strategies through personal influence with others, such as corporations, individuals, and foundations.