CRAC Board of Directors members and past board members (“Board Members”) must represent un-conflicted loyalty to the interests of the membership.
Board Members shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
- When Board Members are engaged in the work of the CRAC Board of Directors, including policy development and decision making, accountability to CRAC supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. It also supersedes their personal interest acting as an individual or consumer of the organization’s services.
- Board Members are accountable to discharge the duties of their office in honesty and good faith.
Members acknowledge and appreciate that all members are volunteers, and as
such, time is at a premium. Board
members acknowledge the cost to the organization of holding face-to-face
- Board Members strive to attend all meetings.
- Board Members agree to review the pre-meeting package prior to the Board meetings in order to be familiar with the Board meeting agenda and prepared for discussion and decisions related to agenda items.
- Board Members missing three (3) consecutive in person meetings or calls without valid communicated reason, prior to the meeting, in writing or verbally to the Chairperson, may be asked to resign.
Members who wish to speak during discussions will be recognized by the
Chair. Board Members shall:
- Respect each member’s contribution to the discussion, encourage a diversity of viewpoints, and listen respectfully to and consider each other’s’ comments and viewpoints.
- Strive to focus discussion on present and future issues vs. past concerns
- Focus discussion on information requiring group input, discussion and decision.
- Strive to behave proactively (vs. reactively).
- Focus on consensus-building or decisions as a group. Majority vote shall rule.
- Shall regularly evaluate the effectiveness of their conduct of meetings using the meeting evaluation tool.
Members shall uphold the following guidelines in case of conflict of
- Board Members shall not act on behalf of CRAC where there is personal interest which interferes with an unbiased exercise of judgement.
- Board Members shall avoid any situation in which their interests (direct or indirect personal, business, or financial activities) conflict or may conflict with their CRAC duties and responsibilities.
- Board Members shall not use their position with CRAC to obtain personal gain.
- Board Members shall not disclose confidential information obtained through their position with CRAC to any persons not entitled or required to know.
- Board Members are responsible to declare to the Chairperson of the Board of Directors any situation where they or any other Board members may have a conflict of interest or potential conflict of interest. When a conflict of interest is declared, the person will be excused from the room for that part of the discussion and for the vote. Such disclosures will be recorded in the meeting’s minutes.
- Board Members who declare their conflict of interest are included in determining a quorum.
- The Executive members of the Board (i.e., Chairperson, Vice Chairperson, and Secretary/Treasurer, and Past Chairperson) will work together to address all conflict of interest situations and take appropriate actions and if the conflict involves one or more of the Executive members of the Board those members shall recuse themselves.
- Board Members shall refer inquiries regarding Association operations from the public, operational volunteers or staff, or client complaints to the Association Manager or Chairperson. The Board members will advise the Association Manager that the referral has been made.
- Individual Board Members shall not attempt to exercise individual authority over the organization or the Association Manager except as explicitly set forth in Board policies. Individual Board members’ interaction with the Association Manager or staff carries no authority or formal influence.
- Individual Board Members, in their interaction with the public, must acknowledge the position of CRAC and the policies of the Board.
- A Board Member who is alleged to have violated the Code of Conduct shall be subject to review and possible censure by the Executive Committee. In the case where an Executive Committee member is alleged to have violated the Code of Conduct then that person shall recuse themselves from the review process.
- Board Members shall regularly take part in Board convened activities which will assist them in carrying out their responsibilities.
- Board Members shall respect the confidentiality of Board discussion and Board materials.