Code of Ethical Conduct for Cooperstown
Chamber of Commerce
As a 501 (c)(6) not-for-profit corporation domiciled in the State of New
York, the Board of Directors of the Cooperstown Chamber of Commerce is
committed to maintaining the highest standard of conduct in carrying out its
fiduciary duties of care, obedience and loyalty in pursuit of its charitable
mission. As such, each and every member
of board shall adhere to the following code of conduct:
Bylaws
& Policies
·
Be aware of
and fully abide by the constitution, bylaws, rules and regulations of the Cooperstown
Chamber of Commerce and policies of the corporation, pursuant to the
Not-for-Profit Corporation Law (N-PCL) of the State of New York.
·
Ensure
compliance of the corporation with all laws, regulations and contractual
requirements.
·
Respect and
fully support the duly made decisions of the board in accordance with their
fiduciary duties of obedience and loyalty.
·
Respect the
work and recommendations of committees who are duly charged and have convened
and deliberated accordingly, pursuant to the N-PCL.
·
Work
diligently to ensure that the board fully assumes its role as a policy-making,
governing body.
·
View and act
towards the Executive Director as the chief administrative officer with the
sole responsibility for the day-to-day management of the organization,
including personnel, and for implementation of board policies and directives.
Informed
Participation
·
Attend most,
if not all, meetings of the board and assigned committees.
·
Keep
well-informed of all matters, including financial, that come before the board
and or assigned committees.
·
Respect and
follow the “chain of command” of the board and administration.
·
Constructively
and appropriately bring to the attention of the board, officers, committee
chairs and/or appropriate staff any questions, personal views, opinions and
comments of significance on relevant matters of governance, policymaking and
our constituencies.
·
Oppose, on the
record, board actions with which one disagrees or is in serious doubt.
·
Appropriately
challenge, within the structure and bylaws of the corporation, those binding
decisions that violate the legal, fiduciary or contractual obligations of the
corporation.
·
Do not fully
commit to others or self to vote a particular way on an issue before
participating in deliberation session in which the matter is to be discussed
and action duly taken.
·
Act in ways
that do not interfere with the duties or authority of staff.
Conflict
of Interest, Representation & Confidentiality
·
Represent the
best interests of the corporation at all times and to declare any and all
duality of interests or conflicts of interests, material or otherwise, that may
impede or be perceived as impeding the capacity to deliberate or act in the
good faith, on behalf of the best interests of the corporation. This includes
those interests or conflicts that may pertain to another entity related to Cooperstown
Chamber of Commerce.
·
Conform to the
procedures for such disclosure and actions as stated in the bylaws or otherwise
established by the board, pursuant to N-PCL.
·
Will not seek
or accept, on behalf of self or any other person, any financial advantage or
gain that may be offered because or as a result of the board member’s
affiliation with Cooperstown Chamber of Commerce.
·
Publicly
support and represent the duly made decisions of the board .
·
Speak
positively of the organization to Cooperstown Chamber of Commerce members, and
all current and potential stakeholders and constituencies.
·
Do not take
any public position representing Cooperstown Chamber of Commerce on any issue
that is not in conformity with the official position of the corporation.
·
Do not use or
otherwise relate one’s affiliation with the board to independently promote or
endorse political candidates or parties for the purpose of election.
·
Maintain full
confidentiality and proper use of information obtained as a result of board
service in accordance with board policy or direction.
Interpersonal
·
Speak clearly,
listen carefully to and respect the opinions of fellow board members and key
staff.
·
Promote
collaboration and partnership among all members of the board
·
Maintain open
communication and an effective partnership with the Board’s officer and committee
leadership.
·
Be “solution
focused”, offering criticism only in a constructive manner.
·
Do not
filibuster or engage in activities during meetings that are intended to impede
or delay the progress and work of the board because of differences in opinion
or other personal reasons.
·
Always work to
develop and improve one’s knowledge and skills that enhances one’s abilities as
a board member.
Certification
I, the undersigned, certify that I have read and
understand the Code of Ethical Conduct of the corporation. I agree that my actions will fully comply
with the statements and intent of the Code of Ethical Conduct. I affirm that neither I, nor any member of my
family or household, has had an interest or taken any action which counters the
conflict of interest’s policies of the organization or impedes my ability to
act as a fiduciary and in the best interests of the corporation, except
potentially those interests or actions as stated and fully disclosed below.
________________________________ _____________
(Board Member Signature) Date
Nature of Conflict(s)
Board Member Name (print)_____________________________________________________
Signature_____________________________________ Date_____________________