AWCF BOARD MEMBERS’ CODE OF CONDUCT
The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. Accordingly:
- Members must devote unconflicted loyalty to the interests of the Foundation. This accountability supersedes any conflicting loyalty such as that to advocacy, interest groups, or other institutions. It also supersedes the personal interest of any Board member.
- Members must avoid personal or organizational conflicts of interest:
- No Board member shall engage in self-dealing or conduct any business with the Foundation nor shall he or she participate in any Board discussions or decisions of any issue where “insider information” concerning Foundation will disadvantage its planning, negotiating or operations.
- When the Board is to discuss, or decide upon, an issue, about which a member has a conflict of interest or an “insider information” issue, that member shall absent herself or himself from the Board meeting room.
- Board members must not use their positions to obtain employment for themselves, family members or close associates.
- Members will annually disclose their involvements with other organizations, vendors, or any other associations, if any, that might produce a conflict.
- Board members may not attempt to exercise individual authority over the Executive Director (ED) or the organization except as explicitly set forth in Board policies.
- Members’ interaction with the ED or with staff must recognize the lack of authority vested in individuals except when expressly authorized by the Board.
- Members’ interaction with public, press or other entities must recognize the same limitation and the absence of authority of any Board member to speak for the Board except to repeat stated Board decisions.
- Members will not make individual judgments of the ED or staff performance.
- Members review the Foundations policy and sign a ‘conflict of interest’ statement annually.
- Members will respect the confidentiality of the Board’s work.
- Members will prepare for Board meeting deliberation.
FINANCE AND AUDIT COMMITTEE
The Finance and Audit Committee shall consist of such members as shall be appointed from time to time by the Board. It will meet with staff and Treasurer to better understand the financial condition and prospects of the Foundation and with the designated auditors of Foundation’s financial affairs to review findings and to take such action as appropriate. Accordingly, this committee will provide data, options and advice to the Board Chair and to the Board in support of its decisions in the following areas:
- Annual Foundation Budget development.
- Quarterly Budget implementation review.
- Selection of Foundation auditors to the Board for approval annually.
- Findings and recommendations, if any, of the audit and Board approval for the publication and dissemination of the Report of Audit.
- Accuracy and timeliness of key disclosures.
- Whether the auditor ought to issue a Management Letter and monitoring staff actions in response to such letter, if any.
- Foundation Code of Conduct annual review — for conformance with evolving standards of ethical business behavior and annual Board education on Foundation and member requirements. The Foundation will maintain the highest standards of ethical governance and operational behavior.
- Proposed accounting rule changes impacting the Foundation.
- Appropriate internal controls.
- Risk management, risk reduction and risk sharing (insurance) needs of the Foundation.
GOVERNANCE and NOMINATING COMMITTEE
The Governance and Nominating Committee shall consist of such members as shall be appointed from time to time by the Foundation Board. The role of this committee is to review governance issues and recommend to the Board appropriate governance policies, education and training related to the operations of the Board and to assist the Board and other Board committees to assure that the highest quality candidates, who fulfill recognized leadership needs of the Foundation, are identified and brought before the Board. Accordingly, this committee will provide data, options and advice to the Board Chair and to the Board in support of its decisions in the following areas:
- Periodic review of and recommended policy changes to ensure the Governance Policies are relevant, appropriate and consistent with practice;
- Nomination of officers and Board committee chairs;
- Policies on term limits, constituency, tenure, balance, recruitment, nomination, retention and recognition;
- Establishment of responsibilities of Board members, including assisting the Chair in making committee and other special Board member assignments and in evaluating Board member fulfillment of these responsibilities and assignments;
- Orientation, education, training and evaluation of new and ongoing Board members;
- Board operations, including committee rotation policies.
- Seek qualified prospects for the Board from among a wide circle of candidates;
- Review prospects and current Board members with an eye toward creating balance among various demographic considerations with an eye to assuring service to all Foundation constituents.
- Make provision for Board participation on the part of the Red River Valley Association, Inc., in accordance with our charter.
POLICY RE OPERATIONAL BUDGET AND FUNDRAISING
The Operations Committee is authorized to conduct charitable activities in accordance with the Bylaws and a Board-approved annual budget. The operating funds of the AWCF are obtained through donations by individuals, organizations, corporations, United Way, Combined Federal Campaign (CFC) donations of federal employees and military personnel. In addition, the AWCF shall raise funds necessary to accomplish its Board-approved annual Operations Committee budget by way of a commitment of the AWCF Directors to achieve an average annual (FY) fund-raising goal of $10,000 per Director, per term.
- Each Director shall employ his/her best efforts to accomplish this fund-raising goal as early as possible in each fiscal year and may do so, in the aggregate, in any/all of the following methods/ways:
- Providing donor-leads (individual/corporate) to the Fund-raising Committee. Such “leads” will include not only the name, address, phone number, etc. but also by accomplishing an introduction of the Foundation’s representative and the potential donor(s). All funds (net) obtained by way of such donor shall be applied to the accomplishment of this goal;
- Arranging for the donation of or donating property (personal/real) to the AWCF which may be sold, bartered, traded, auctioned, etc., to accomplish approved charitable projects within the operation budget. All funds (net) obtained by way of such donation shall be applied to the accomplishment of this goal;
- Arranging for or hosting of fund-raising events, e.g. tournaments (golf/bowling/tennis/card/etc), running/walking marathons/events, dinners/luncheons, etc. All funds (net) obtained by way of such events and/or activities shall be applied to the accomplishment of this goal;
- Personal donation.
- In addition, from time-to-time, the Board may approve a “major” fund-raising event, i.e. one in which the “target net-proceeds” shall be in excess of Two Hundred Thousand Dollars ($200,000). In doing so, the Board will automatically approve an additional $10,000 goal of each sitting Director which may be accomplished by any/all of the methods/ways provided in paragraph A, supra.
- Nothing in this policy may be construed or read as constituting or authorizing an assessment or dues re Directors of the AWCF.