Board Member Duties & Responsibilities
Be trustworthy and diligent in carrying out the duties and obligations in his or her role as a board member. Understand that the primary roles of a board member are:
(1) Contribute to the defining of the organization’s mission and its governance, and
(2) To carry out the functions of the office of board member and/or officer as stated in the bylaws.
Focus on the development of broad policies that govern the implementation of institutional plans and purposes. The Board Member’s role is separate and distinct from the role of the committees, who determines the means of implementation.
Board members are expected to:
(1) Be familiar with all governing documents of the Association.
(2) Attend all meetings of the board and committees on which they serve. Directors at large who have less than 75% attendance during the preceding 12 months will not be eligible to vote at a meeting; and past presidents who have less than 50% attendance during the preceding 12 months will not be eligible to vote at a meeting.
(3) Come prepared to discuss the issues and business to be addressed at scheduled meetings, having read the agenda and all background material.
(4) Work with and respect the opinions of their peers who serve this board, and to leave their personal [and corporate] prejudices out of all board discussions.
(5) Always act for the good of the organization and represent the interests of all people served by the Association.
(6) Represent the Association in a positive and supportive manner at all times.
(7) Observe the parliamentary procedures and display courteous conduct in all board, committee and task force meetings.
(8) Avoid conflict of interest between their position as a board member and their personal and corporate lives [whenever possible]. This includes using the Board member’s position to the advantage of his or her company, friends, or business associates. If such a conflict does arise, the Board member will declare that conflict before the board and refrain from voting on matters related to the conflict of interest.
(9) Support in a positive manner all actions taken by the Board of Directors even when the Board member has opposed the prevailing decision.
(10) Commit the time required as a board member/officer, board liaison and/or board committee member/officer to perform the required duties associated with those offices, and to carry out their assigned activities associated with those positions in a timely manner.
(11) Keep board confidential information confidential to the board of directors.
(12) Take prompt action to respond to board and association management business and communications. Review and comment on all reports and materials related to activities of the board in preparation for meetings and related to committee or working group responsibilities.
Board members and officers are expected to resign if they are not able to fulfill their obligations as outlined above. By signing below I agree to adhere to the polices and practices set forth above.
Code of Conduct for Board Members of the Minnesota Interactive Marketing Association (MIMA)
In accordance with the Minnesota Interactive Marketing Association(MIMA) bylaws, the MIMA hereby adopts the following Code of Conduct for its individual officers and directors, who agree to be bound by it by agreeing to serve (or continuing to serve) as an officer or director of the MIMA with notice of the Code and by signing below:
1.) Prohibition Against Private Inurement and Procedures for Managing Conflicts of Interest
No member of the Board of Directors shall derive any personal profit or gain, directly or indirectly, by reason of his or her service as a Board member of MIMA. Members of the Board shall conduct their personal affairs in such a manner as to avoid any actual, potential, perceived or apparent conflict of interest with their duties and responsibilities as members of the Board. For further details and guidance on conflicts of interest, see MIMA’s Conflict of Interest policy.
- Prohibition Against Sexual Harassment
[NOTE: This section describes and summarizes MIMA’s policy against unacceptable discrimination, harassment or retaliation. Officers and Directors agree to abide by the MIMA’s Policy Against Unlawful Discrimination.] (a) It is MIMA’s policy to prohibit discrimination, harassment and/or retaliation against any member of the staff of MIMA on the basis of any legally protected categories, characteristics, or classifications, regardless of whether MIMA is legally obligated to do so or not. “Protected categories” include, but are not necessarily limited to, gender (including gender identity as heterosexual, gay, lesbian, bi-sexual or trans-sexual), sexual orientation, race, religion, national origin, disability (including genetic information), age, and marital status. Any Director or Officer who is found by the Board following reasonable due process to have engaged in unlawful discrimination, harassment or retaliation; or against whom credible, substantial evidence of having engaged in such conduct is found; will be deemed to have resigned as an Officer and/or from the Board of Directors. In lieu of resignation, the Board, by majority vote of the disinterested directors, and with the advice of independent counsel, may elect to take lesser action against the Officer or Director, including censure, suspension, requiring sensitivity training, or other effective remedial action. Complaints alleging misconduct on the part of Board members will be investigated promptly and as confidentially as possible.
(b) As a general proposition, officers’ and directors’ interactions with MIMA staff should be through the MIMA executive director and direct contact should be avoided, if feasible. Possible extraordinary situations in which direct contact may be legitimate may arise when a staff person wishes to report allegations of unlawful discrimination or other misconduct by the MIMA executive director or exercise his or her rights under applicable whistleblower protection laws (e.g., Sarbanes Oxley). In those situations in which there is direct contact between an officer or director of MIMA and a staff member of MIMA, such contact should be strictly and purely business-related. Officers or directors should not invite staff members to their private hotel rooms or seek to visit the staff member in the staff member’s hotel room. There should be no romantic, intimate, and/or sexual relations between an MIMA officer or director and any MIMA staff member. Where there is such a relationship, it must be consensual and the officer or director must disclose it. The other party to the relationship will be asked to sign a statement that the relationship is consensual. If at any time the staff member indicates by any means or manner that the relationship is no longer consensual, the officer or director must immediately discontinue the relationship and take no retaliatory action against the staff person whatsoever. Failure to abide by these policies may result in the Board imposing sanctions on the offending officer or director.
- Prohibition against violence
Officers and Directors should at all times, when engaged in MIMA business, attending MIMA events, or representing MIMA, conduct themselves in a professional manner consistent with good business practices and in absolute conformity with non-violence principles and standards.
Officers and Directors are forbidden to engage in behavior which may constitute actual or potential assault (threatening someone; putting someone in fear of imminent bodily harm), battery (any un-consented to touching of another person), harassment of a non-sexual nature, intimidation, threats or similar actions. Threats, threatening or menacing behavior, stalking, or acts of violence against staff members, vendors, contractors, MIMA members, visitors, guests, or other individuals is prohibited.
- Confidentiality
Board members are reminded that confidential financial, personnel and other matters concerning the organization, donors, staff or clients/consumers may be included in Board materials or discussed from time to time. Board members should not disclose such confidential information to anyone. In addition to this Code, Officers and Directors agree to abide by the policies, provisions and procedures of the MIMA Confidentiality Agreement.
Conflict of Interest
The board of directors of MIMA (hereafter “ASSOCIATION”) has adopted the following policy designed to avoid any possible conflict between the personal interest of board members or staff and the interests of the ASSOCIATION.
The purpose of this policy is to ensure that decisions about ASSOCIATION operations and the use or disposition of ASSOCIATION assets are made solely in terms of the benefits to the ASSOCIATION and are not influenced by any private profit or other personal benefit to the individuals affiliated with the ASSOCIATION who take part in the decision. In addition to actual conflicts of interest, board members and staff are also obliged to avoid actions that could be perceived or interpreted in conflict with the ASSOCIATION’s interest.
Conflicts of interest may occur when the ASSOCIATION enters into transaction with not-for-profit organizations as well as those that are undertaken with profit making entities. The best way to deal with this problem is to make known one’s connection with organizations doing business with the ASSOCIATION and to refrain from participation in decisions affecting transactions between the ASSOCIATION and the other organization. Such relationships do not necessarily restrict transactions so long as the relationship is clearly divulged and non-involved individuals affiliated with the ASSOCIATION make any necessary decisions.
1.) Directors: Any member of the board of directors who may be involved in an ASSOCIATION business transaction in which there is a possible conflict of interest shall promptly notify the chairman of the board. The board member shall refrain from voting on any such transaction, participating in deliberations concerning it, or using personal influence in any way in the matter. The board member’s presence may not be counted in determining the quorum for any vote with respect to an ASSOCIATION business transaction in which he or she has a possible conflict of interest. Furthermore, the board member, or the chairman in the director’s absence, shall disclose a potential conflict of interest to the other members of the board before any vote on an ASSOCIATION business transaction and such disclosure shall be recorded in the board minutes of the meeting at which it is made. Any ASSOCIATION business transaction, which involves a potential conflict of interest with a member of the board of directors, shall have terms that are at least as fair and reasonable to the ASSOCIATION as those that would otherwise be available to the ASSOCIATION if it were dealing with an unrelated party.
2.) Staff: Any staff member who may be involved in an ASSOCIATION business transaction in which there is a possible conflict of interest shall promptly report the possible conflict to the president. If the possible conflict involves the president, the possible conflict shall then be reported to the chairman of the board.
The president or where applicable, chairman, after receiving information about a possible conflict of interest, shall take such action as is necessary to assure that the transaction is completed in the best interest of the ASSOCIATION without the substantive involvement of the person who has the possible conflict of interest. (This does not mean that the purchase or other transaction must necessarily be diverted, but simply that persons other than the one with the possible conflict shall make the judgments involved and shall control the transaction.) Each board member and senior staff member shall complete the attached questionnaire on an annual basis.
A written record of any report of possible conflict and of any adjustments made to avoid possible conflicts of interest shall be kept by the president, or where applicable, chairman.
- Definitions:
- “Involved in an ASSOCIATION business transaction” means initiating, making the principal recommendation for, or approving a purchase or contract; recommending or selecting a vendor or contractor; drafting or negotiating the terms of such a transaction; or authorizing or making payments from ASSOCIATION accounts. That language is intended to include not only transactions for the ASSOCIATION’s procurement of goods and services, but also for the disposition of ASSOCIATION property, and the provision of services or space by the ASSOCIATION.
- A “possible conflict of interest” is deemed to exist where the director, or staff member, or a close relative, or a member of that person’s household, is an officer, director, employee, proprietary, partner, or board member of, or, when aggregated with close relatives and members of that person’s household, hold 1% or more of the issued stock in the organization seeking to do business with the ASSOCIATION. A possible conflict is also considered to exist where such a person is (or expects to be) retained as a paid consultant or contractor by an organization which seeks to do business with the ASSOCIATION, and whenever a transaction will entail a payment of money or anything else of value to the official, member, to a close relative, or to a member of that person’s household.
A “possible conflict of interest” exists when an individual affiliated with the ASSOCIATION has an interest in an organization which is in competition with a firm seeking to do business with the ASSOCIATION if the individual’s position gives him or her access to proprietary or other privileged information which could benefit the firm in which he or she has an interest.
A “possible conflict of interest” also exists when an individual affiliated with the ASSOCIATION is a board member, director, officer or employee of a not-for-profit organization which is seeking to do business with or have a significant connection with the ASSOCIATION or is engaged in activities which could be said in a business context to be “in competition with” the programs of the ASSOCIATION.
The policy statement shall be made available to each board member and each person appointed to an ASSOCIATION position that regularly involves initiation, review or approval of significant ASSOCIATION contracts or other commitments. Such people will be asked to sign the attached acknowledgement concerning reporting of potential conflicts of interest.
Please complete the information below and sign to confirm your review of the ASSOCIATION’s policy on Potential Conflicts of Interest, Code of Conduct and Board Duties and Responsibilities. I agree to report promptly any such interest that arises in my conduct of ASSOCIATION business in other respects, to comply with the policy and its procedures.