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SAMPLE BOARD POLICIES
Conflict of interest. The NPC board firmly believes that no individual should benefit personally or professionally from decisions of the board. Nor should they benefit from the activities of the organization at the expense of the greater good of the NPC. Therefore, in addition to the federal conflict of interest regulations that each board member must
sign on an annual basis, all board members must disclose any conflicts of interest. Board members that incur potential conflicts of interest must recuse
themselves from discussion and voting on the matter. The remaining members of
the board will determine how to manage the potential conflict. (Sample
conflict of interest policy)
Code of conduct. Board members will ascribe to the following:
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Regularly attend board meetings
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Thoughtfully prepare for and participate in discussions
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Vote independently
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Respect all individuals and opinions
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Conduct business in a professional and ethical manner
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Be receptive to new ideas
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Avoid self-interest or self-dealing
Confidentiality. Information that is distributed and discussed during board
meetings will be kept confidential.
Compensation. In accordance with VA Handbook 1200.17, it against federal law for the board to compensate any
VA statutory member for services to the NPC (Medical Center Director, Chief of
Staff, and ACOS R&D or Education). However, the board shall provide non-VA-statutory board members
with a modest payment for their service on the board.
Expense reimbursement. Board members will be reimbursed for travel and meeting expenses associated with governance of the
NPC (i.e., board training, governance books, etc.).
Meeting attendance. Board members are expected to attend all board
meetings.
Indemnification. To the extent allowed by law, officers and directors will
be protected from personal liability for actions taken by the board and its
employees. Such protection shall be provided by purchasing and maintaining
proper insurance coverage (i.e., Directors’ & Officers [D&O] and general
liability insurance).
Recruitment, training and self-assessment. The board understands and
respects that demands on nonprofit boards are constantly changing and that the
board is responsible for recruiting, training and orienting board members. On a
regular basis, the board will undergo activities to improve board governance and
to evaluate the board as a whole and as individual members. In addition, the
board will make every effort to recruit qualified new members.
Diversity. The board will ensure that its composition is adequately diverse
in its breath of skills, knowledge, backgrounds and experiences.
Removal from office. Any non-statutory director may be removed from the
board if he/she fails to abide by the articles of incorporation, bylaws, VA
regulations, policies of the board or any federal and state laws.
Nepotism, fraternization: To avoid possible conflicts of interest and to
achieve high ethical standards, no member of the board may hire or cause to be
hired, nor supervise, any relative or other close relation. Hiring decisions
(employees and consultants) will be based on the organization’s need and the
individual’s knowledge, experience and ability.
Public relations. The board will provide a united front to the public. In the event that relations with the media become necessary, the board will form a media committee. The committee will consist of the chair, executive director, selected board member(s) and key staff member(s). The committee will appoint one individual to be the spokesperson for the organization and will develop a strategic plan to provide and focus information from the NPC. Any inquiries from the public will be forwarded to the designated spokesperson.
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