Governance Policies and Procedures

Board of Directors
(29 voting: 20 Region Presidents, 3 standing committee chairpersons, 1 nominating committee chair, 5 state elected officers. Ex-officio not voting: NAESP representative, NAESP board member from Texas, executive director, chairs of special committees. Other non-voting participants include Region Presidents-Elect and Standing Committee Vice Chairs.)

• Approve Bylaws changes except those reserved for membership
• Approve governance policies and procedures
• Approve committee reports
• Approve budget
• Approve special committees
• Approve committee appointments
• Approve state Summer Conference sites
• Approve actions of the Executive Committee
• Meets four times per year

Executive Committee
(Voting: president, president-elect, vice president and two members-at-large. Not voting: NAESP Board Member from Texas, NAESP representative and executive director.)

• Operates “when it is not feasible to call together the entire Board of Directors, but at such times when immediate action is necessary to: 1) set the course of direction subject to later action by the board; 2) activate a committee; and 3) to give direction to the president and to function in an emergency
• Meets 8 to 10 times per year
• The Executive Committee should reflect the roles of its membership.

Committees
Standing Committees
(defined by Bylaw–Article VI, Section 5)

• Committee chairs selected by the president from prior serving members
• New committee appointments are approved by the Board of Directors
• Vacancies are filled by the president
• Committee reports are approved by the Board of Directors

Advocacy Committee
(ten to twelve members, plus state officer(s))

Programs and Services Committee
(ten to twelve members, plus state officer(s))

Membership, Marketing and PR Committee
(ten to twelve members, plus state officer(s))

Nominating Committee (Article VI, Section 3)
(four to six members, plus state officer(s))

Temporary or Special Committee
(Article VI)

• Created and appointed by President
• Approved by the Executive Committee
• Approved by the Board of Directors

Code of Ethics for TEPSA and Regions Governance Policy and Procedures

The Corporation and its Directors and Employees will comply with the following Code in all of their actions. As long as the Corporation is in existence, and except with the prior approval of the Board of Directors, no director, officer or employee of the Corporation shall:

(a) do any act in violation of these Bylaws or a binding obligation of the Corporation;

(b) do any act with the intention of harming the Corporation or any of its operations;

(c) do any act that would make it unnecessarily difficult to carry on the intended or ordinary business of the Corporation;

(d) receive an improper personal benefit from the operation of the Corporation;

(e) use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation;

(f) wrongfully transfer or dispose of Corporation property, including intangible property such as goodwill;

and

(g) use the name of the Corporation (or any substantially similar name) or any trademark or trademark name adopted by the Corporation except on behalf of the Corporation in the ordinary course of the Corporation’ s mission.

Texas Elementary Principals and Supervisors Association Governance Policies and Procedures

Part One: Definitions

As used in these Policies and Procedures, the following words and phrases shall have the following meanings:

Aspiring Administrator shall mean a person who is not currently a practicing administrator, and shall include: a) persons in alternative certification programs; and b) students who are pursuing a degree in educational administration; or persons who have been certified as a principal but do not yet have a principal job (i.e., one that includes discipline or supervisory tasks).

Association shall mean the Texas Elementary Principals and Supervisors Association.

Associate Member shall mean a person who is: a) a superintendent; b) an instructor and professor of education or a related field at an accredited post-secondary institution; c) a staff member of the Texas Education Agency; and d) a staff member of the State Board for Educator Certification.

Grades 7-12 Member shall mean a person who is: a) a principal at a K-12 or secondary school; and b) a member of the secondary association.

Board or Board of Directors shall mean the Board of Directors of the Texas Elementary Principals and Supervisors Association.

Business Member shall mean a business or corporation, whether domestic or foreign, that has expressed an interest in the mission of the Association, and that has met the requirements for membership contained in these policies and procedures.

Corporation shall mean the Texas Elementary Principals and Supervisors Association Inc.

In Good Standing shall mean a member who has paid all required fees in a timely manner, and who has complied with all requirements for the member’s category of membership.

Life Member shall mean a person who has qualified for, and paid the required fees for, life membership in the organization.

Member of the Corporation/Member of the Association shall mean a person who is currently a practicing administrator who deals directly with prekindergarten through grade eight instructional programs.

Organization shall mean the Texas Elementary Principals and Supervisors Association.

Retired Administrator shall mean a person who was formerly an administrator or supervisor, and who is receiving earned benefits from the Texas Teacher Retirement System.

Policies and Procedures shall mean the formal governance policies and procedures of the Association, promulgated pursuant to the authority provided by the Bylaws of the Corporation.

TEA shall mean the Texas Education Agency.

TEPSA shall mean the Texas Elementary Principals and Supervisors Association.

Voting Member shall mean a person who is a member of the Corporation with voting rights in respect thereof as provided in the Bylaws of the organization, and who has complied with all requirements for membership contained in these policies and procedures.

Part Two: Membership and Fees

I. Categories of Membership

A. Members of the Corporation

Section 1. Voting Members. Pursuant to the Bylaws of the Corporation, there is hereby established a category of membership to be known as Voting Member as defined herein. All members in good standing in this category of membership shall be members of the Corporation, and shall be entitled to one (1) vote on all matters in which voting members have voting rights.

Section 1.1 Fees. Fees for this category of membership shall be calculated as a percentage of the average classroom teacher’s salary as defined by records maintained by TEA. The percentage and the amount of the fees shall be determined annually by the Board of Directors, and shall be published in the newsletter of the Association.

Section 1.2 Region Dues. An annual assessment for region dues shall be added to the membership fee. Such region dues shall be determined annually by the Board of Directors, and shall be published in the newsletter of the Association.

Section 1.3 Insurance. All voting members in good standing shall be eligible to participate in the Association’s insurance program as defined in these Policies and Procedures. There shall be no additional charge beyond the membership fees for the insurance program.

Section 1.4 Benefits. Members in this category of membership shall enjoy such membership benefits as are determined from time-to-time by the Board.

Section 1.5 Membership Year. The membership year shall run July 1 – June 30.

Section 2. Life Member. There is hereby established a category of membership to be known as Life Member as defined herein. Those who complete their term as TEPSA State President shall be granted complimentary Life Member status.

Section 2.1 Qualifications. Any member who has been a member of the Association for a minimum of one (1) year, may apply for life membership in the organization. The Board may set limits on the number of life members in the Association, and may establish such other criteria as it from time-to-time determines appropriate.

Section 2.2 Fees. Fees for Life Members shall be determined annually by the Board of Directors, and shall be published in the newsletter of the Association. Region dues shall be waived for any person who has purchased a life membership.

Section 2.3 Insurance. Any person who is a life member in the Association may participate in the Association’s insurance program at the member’s own expense.

Section 2.4 Charter Life Members. Life Members who purchased their life membership between 1981‑83 shall be designated as “Charter Life Members”.

Section 2.5 Benefits. Members in this category of membership shall enjoy such membership benefits as are determined from time-to-time by the Board.

B. Other Classes of Members

Section 3. Honorary Member. There is hereby established a category of membership to be known as Honorary Member.

Section 3.1 Non-voting. Honorary Members shall be non-voting members of the Corporation and shall have no voting rights in respect thereof.

Section 3.2 Recommendations. Any member in good standing may recommend one or more persons to the Board for consideration as an honorary member of the Association. All such recommendations shall include a résumé of the person being recommended, and a letter from the person making the recommendation stating the rationale for the recommendation. The Board of Directors, on its own initiative, may also recommend persons for Honorary Membership.

Section 3.3 Fees. There shall be no fees for Honorary Memberships.

Section 3.4 Announcement. The Board shall announce the persons awarded honorary membership in the Association, if any, at the summer conference of the organization.

Section 3.5 Insurance. Honorary Members shall not be eligible for participation in the Association’s insurance program.

Section 3.6 Benefits. Members in this category of membership shall enjoy such membership benefits as are determined from time-to-time by the Board.

Section 4. Associate Member. There is hereby established a category of membership to be known as an Associate Member as defined herein.

Section 4.1 Non-voting. Associate Members shall not be voting members of the Corporation, and shall have no voting rights in respect thereof.

Section 4.2 Fees. Fees for this category of membership shall be determined annually by the Board of Directors, and shall be published in the newsletter of the Association.

Section 4.3 Insurance. Associate Members shall not be eligible for participation in the Association’s insurance program.

Section 4.4 Benefits. Members in this category of membership shall enjoy such membership benefits as are determined from time-to-time by the Board.

Section 5. Retired Administrator. There is hereby established a category of membership to be known as Retired Administrator as defined herein.

Section 5.1 Non-voting. Retired Administrator members shall not be voting members of the Corporation,  and shall have no voting rights in respect thereof.

Section 5.2 Fees. Fees for this category of membership shall be determined annually by the Board of Directors, and shall be published in the newsletter of the Association.

Section 5.3 Benefits. Members in this category of membership shall enjoy such membership benefits as are determined from time-to-time by the Board.

Section 6. Aspiring Administrator. There is hereby established a category of membership to be known as Aspiring Administrator as defined herein.

Section 6.1 Non-voting. Aspiring Administrator members shall not be voting members of the Corporation, and shall have no voting rights in respect thereof.

Section 6. 2 Fees. Fees for this category of membership shall be determined annually by the Board of Directors, and shall be published in the newsletter of the Association.

Section 6.3 Eligibility and Transfer. No person may remain in this category of membership once the person has either a) completed the alternative certification program and has become a practicing administrator; or b) has graduated from an educational administration program and has become a practicing administrator. In the event that any such person becomes an administrator during a year in which the person has previously paid fees in this category, the full amount of the fees paid shall be credited against the transfer to the voting member category of membership.

Section 6.4 Benefits. Members in this category of membership shall enjoy such membership benefits as are determined from time-to-time by the Board.

Section 7. Business Member. There is hereby established a category of membership to be known as Business Member as defined herein.

Section 7.1 Non-voting. Business Members shall not be voting members of the Corporation, and shall have no voting rights in respect thereof.

Section 7.2 Fees. Fees for this category of membership shall be determined annually by the Board of Directors, and shall be available upon request.

Section 7.3 Insurance. Business Members shall not be eligible for participation in the Association’s insurance program.

Section 7.4 Benefits. Members in this category of membership shall enjoy such membership benefits as are determined from time-to-time by the Board.

Section 8. Grades 7-12 Member. There is hereby established a category to be known as Grades 7-12 member.

Section 8.1 Non-voting. Grades 7-12 Members shall not be voting members of the Corporation, and shall have no voting rights in respect thereof.

Section 8.2 Fees. Fees for this category of membership shall be determined annually by the Board of Directors and shall be available upon request.

Section 8.3 Insurance. Grades 7-12 Members shall not be eligible for participation in the Association’s insurance program.

Section 8.4 Benefits. Members in this category of membership shall enjoy such membership benefits as are determined from time-to-time by the Board.

II: Billing, Delinquency, Termination and Other Aspects of Membership

Section 1. Invoice. The Association shall send an invoice to all members each year not less than thirty (30) days before the date of expiration of the member’s current membership.

Section 2. Payment. All members in all categories in which fees are required to be paid, shall remit a payment for the full amount of dues on or before the due date, unless a different payment option has been selected by the member.

Section 3. Payment Options. The Association may offer alternate payment options at its discretion. Types of payment options shall be described in the membership renewal materials sent to members or prospective members.

Section 4. Delinquency. A member shall become delinquent if payment has not been made within thirty (30) days of the member’s due date for payment of fees. Members who are delinquent shall not be considered to be members in good standing, and shall not enjoy membership benefits in the organization until such time that all fees due are paid in full, or until a different payment option has been selected.

Section 5. Delinquency by Voting Members. Voting members who are delinquent in the payment of fees shall not be considered to be members in good standing, and shall not be able to vote in the affairs of the Corporation until all fees due are paid in full, or until a different payment option has been selected.

Section 6. Insurance Notification. In the event that a member is delinquent, and the member participates in the Association’s insurance program, the Association shall notify the member that he or she is no longer covered by the insurance program. Mailing to the last known address of the member shall be considered sufficient notice.

Section 7. Update of member information. In the event that a member changes his or her address, it shall be the responsibility of the member to notify the Association of the member’s new address. In the event that there are changes in other information required to be kept by the Association, it shall be the responsibility of the member to notify the Association of the changes in the member’s information.

Section 8. Termination of Membership. The Association may terminate the membership of any member in any category of membership, except Honorary Members, by following the procedures contained in the Bylaws of the Corporation.

Section 9. Database. The membership database of TEPSA shall be used for professional purposes only as determined by the Board, and shall not be given, sold, rented, loaned, or otherwise conveyed to any person or corporation for any purpose.

Section 10: Member Information Access Policy

The following members and staff may access membership data at the defined Levels of
Usage:

• TEPSA Leadership
• Board of Directors
• Executive Committee
• State Committee Members
• TEPSA Candidates for Statewide Office
• Region Officers and Membership Recruiters
• Staff
• Others as determined by the Board

Data accessed shall be limited to the following professional purposes:

• Educational Research, i.e. doctoral and Texas Center for Educational Research
• TEPSA association business
• Per the 1999 TEPSA Board of Directors, Summer Conference attendees list is provided to exhibitors/business partners on request for purposes related to the conference
• TEPSA does not sell membership lists

Levels of Usage:

• Membership – “Read Only” directory of public information that parallels TEA release
• Business Partners – “Read Only” directory of public information that parallels TEA release
• Region Officers – Full school and home contact information
• Staff – All data collected and necessary to fulfill TEPSA job functions

Acceptable Professional Use
Each approved user:

• Shall follow guidelines established through “Professional Purposes” and “Levels of Usage”
• May not sell, lease, rent or otherwise use for commercial gain
• May not distribute beyond the defined levels of usage and professional purposes per Governance Policies and Procedures, Article II, Section 10

An infraction may result in loss of membership privileges and/or termination of membership per Bylaws Article II, Section 4.

Part Three: Elections

Section 1. Nominations. Nominations for a state office shall be in accordance with the provisions of the Bylaws of the Corporation. Announcements of nominations for each office shall be made in the newsletter of the Association, and in such other forums as are determined by the Nominating Committee.

Section1.1 Candidate Application Form. The Nominating Committee shall develop candidate application and information forms, in such a manner and containing requests for such information, as is determined by the Committee. All candidates shall be required to complete all required forms and return them and any required attachments to TEPSA not later than the date established by the Executive Committee. Failure to return properly completed forms by the due date shall make the candidate ineligible for election.

Section 1.2 No Candidate. In the event that there is no declared candidate for a position, the Chairperson of the Nominating Committee shall notify the Board promptly. The Board shall then follow the procedures in the Bylaws of the Corporation, (Article V. Section 3.) but may delegate such functions to the Nominating Committee.

Section 2. Ballots. The Executive Committee shall determine the content and format of all ballots, and ballot instructions, for election of members or officers to the Board of Directors. Elections may be conducted electronically or by physical ballot.

Section2.1 Dates. The Executive Committee shall determine the date for distribution of the ballots, and the date for the return of ballots.

Section2.2 Uncontested Elections. If no state officer position is contested, the Executive Committee shall make a recommendation to the Board on whether or not ballots need to be distributed, and the procedures to be followed in the event that ballots are not distributed. The final decision to mail ballots in uncontested elections shall be made by the Board.

Section2.3 Receipt of Ballots. All distributed ballots shall be returned to the Austin offices of TEPSA. Upon receipt, the ballots shall be kept securely until such time that the ballots will be counted. Ballots returned after the date for return of ballots shall not be counted, and shall be destroyed.

Section 3.2 Tie Vote. In the event of a tie for any position, the Chairperson of the Nominating Committee shall cause the tie to be settled by the drawing of lots. Two capsules shall be provided, one which states election to the office in question, and the other or others which shall be blank. Each candidate, or a person designated by the candidate in writing, shall draw the capsules from a container held by the Chairperson. The order of drawing shall be determined by the Chairperson by flip of a coin.

Section 4. Concerns about the Election. Any voting member who believes that there were irregularities in the election, or who has concerns related to the election or to the campaign procedures, shall state the reasons for his or her belief in a signed letter addressed to the Chairperson of the Nominating Committee. Such letter shall be sent by certified mail, return receipt requested.

Section 4.1 Deadline for Submission. Any questions or concerns related to alleged irregularities related to the election or to the campaign procedures, shall be submitted within ten (10) days of the canvassing of the ballots. Concerns received after the deadline shall not be considered.

Section 4.2 Consideration of Concerns. The Nominating Committee shall meet on the call of the Chairperson to consider the merit of any concerns. Upon investigation of the concerns, the Nominating Committee shall make a recommendation to the Board related to the concern. The Board shall consider all recommendations, and shall then render a decision, which shall be final.

Section 5. Campaign Expenditures. Campaign expenditures shall be limited to zero.

Section 6. Campaign Guidelines. All candidates shall comply with all campaign policies and procedures contained in Article III of the Policies and Procedures, or promulgated by the Executive Committee. The Executive Committee shall publish all policies and procedures in such forums as are determined by the Committee, and shall send a copy of all policies and procedures to all candidates for office prior to the start of the period for the campaign.

Section 6.1 Campaigns. Campaigns shall not begin before the date established and published by the Executive Committee.

Section 6.2 Candidate Information. Each candidate shall have posted candidate information and an electronic presentation on the TEPSA web page in accordance with the rules established and published by the Nominating Commitee.

Section 6.3 Campaigning at Meetings. At statewide TEPSA meetings or other State Association meetings, distribution of campaign materials shall be prohibited. Candidates may speak at their region meetings only.

Section 6.4 Endorsements Prohibited. No TEPSA publications may endorse any candidate for office, nor shall any publication carry advertisements or statements in support of, or in opposition to, any candidate for office. No campaign promotional materials shall be printed on TEPSA Association or Region stationery or a facsimile thereof, nor shall any TEPSA seals, trademarks, service marks, logos or similar distinctive marks be placed on any candidate’s promotional materials.

Section 6.5 Non-participation by TEPSA staff. No employee of TEPSA shall provide any services to any candidate for office, except as provided in these Policies and Procedures.

Section 6.7 Disqualification. Any candidate who violates any of the Policies and Procedures related to elections shall be disqualified for election. If a candidate shall have already been elected, and the Board verifies that the newly elected member violated any of the Policies and Procedures related to elections while a candidate, the new Board member shall forfeit his or her right to serve in office. The Board shall declare a vacancy, and shall fill the vacancy pursuant to the procedures in the Bylaws of the Corporation.

Section 6.8 Applicability. The provisions of all campaign policies and procedures shall apply to all candidates, and to all other persons who are assisting any candidate for office.

Section 6.9 Unauthorized Activities. In the event that a person or organization participates in the campaign of any candidate without that candidate’s knowledge or consent, the candidate shall not be held responsible for such activities, nor shall the costs of any such activities be counted as a campaign expense by the candidate, provided that the candidate shall file an affidavit upon his or her oath that states the activities or expenditures were not authorized by the candidate, and that the candidate had no prior knowledge of such activities or expenditures.

Section 7. Region Associations. The Executive Committee, subject to approval by the Board, shall develop policies and procedures and guidelines that shall govern the election of Board members and officers of the Region Associations.

Section 7.1 Relationship to TEPSA Election Policies and Procedures. Unless the Executive Committee shall determine a reason for a variance, Region policies and procedures shall be substantially the same as those governing elections for state offices.

Section 7.2 Consideration of Region Requests. The Executive Committee shall seek input from the President of each Region Association prior to issuing the final Region policies and procedures. Region Presidents shall also recommend the dates for Region elections.

Part Four: Committees

I. Standing Committees

Section 1. Standing Committees. Standing Committees shall be designated by the Board in accordance with the Bylaws of the Corporation.

Section 2. Powers and Duties. All Standing Committees of the Association shall have such powers and duties as are designated in the Bylaws of the Corporation, or as are determined from time-to-time by the Board.

Section 3. Chairperson. The Chairperson of each Standing Committee shall be appointed by the Board. The Chairperson of each Standing Committee shall be a member of the Board of Directors as provided in the Bylaws of the Corporation. A Vice Chairperson of each Standing Committee may be appointed by the President to act in lieu of the Chairperson.

Section 4. Members. The membership of all Standing Committees shall be made up of members of the Association who are in good standing, provided that the Chairperson of any Standing Committee may include committee members who are not members or are retired members of the Association with the prior approval of the Board. If a member retires and is rehired under current Texas law to serve in an active principal or supervisory, full-time position, that member may serve a term on a Standing Committee as long as the member meets other criteria for active voting membership and leadership eligibility.

Section 5. Term. All members of standing committees will serve a two-year term that may be repeated once. Committee chairs may serve one additional term of service.

Section 6. Meetings of Standing Committees. Standing Committees shall meet on the call of the Chairperson, provided that no expenditures shall be made to hold or facilitate such meetings without the prior approval of the Board, or its designee. Meetings may be held in conjunction with any other TEPSA meeting, separately from other TEPSA meetings, or by electronic means, provided that such electronic means shall comply with the provisions of the Bylaws of the Corporation.

Section 7. Minutes and Records. Each Standing Committee shall keep minutes and records of all meetings. The Chairperson shall ensure that all such minutes and records of the meetings shall be transmitted in a timely manner to the Secretary of the Corporation, or the Secretary’s designee.

Section 8. Actions. All actions of all Standing Committees shall be subject to review and approval by the Board. No committee shall take any action that binds, or may bind, the Association to any action, failure to take action, or expenditure, unless such authority is provided in the Bylaws of the Corporation, or has been authorized by the Board in writing.

Section 9. Attendance. Standing Committee members are required to attend the annual meeting of Standing Committees held at a time set by the Executive Committee. Extenuating circumstances will be considered before an absent member is released from the presidential appointment. If a second absence appears imminent, a replacement member to complete the work and term of office will be appointed.

II. Special Committees

Section 1. Special Committees. Special Committees may be designated by the President or the Board in accordance with the Bylaws of the Corporation.

Section 2. Powers and Duties. All Special Committees of the Association shall have such powers and duties as are determined from time-to-time by the Board.

Section 3. Chairperson. The Chairperson of each Special Committee shall be determined by the Board. The Chairperson of any Special Committee need not be a member of the Board of Directors, nor shall designation as Chairperson of a Special Committee make any person a member of the Board of Directors.

Section 4. Members. The membership of any Special Committee shall be determined by the Board, and may or may not include members of the Association at the discretion of the Board. Members of the Association who serve on any Special Committee shall be members in good standing.

Section 5. Term. All members of special committees will serve a two-year term that may be repeated once.

Section 6. Meetings of Special Committees. Special Committees shall meet on the call of the Chairperson, provided that no expenditures shall be made to hold or facilitate such meetings without the prior approval of the Board, or its designee. Meetings may be held in conjunction with any other TEPSA meeting, separately from other TEPSA meetings, or by electronic means, provided that such electronic means shall comply with the provisions of the Bylaws of the Corporation.

Section 7. Minutes and Records. Each Special Committee shall keep minutes and records of all meetings. The Chairperson shall ensure that all such minutes and records of the meetings shall be transmitted in a timely manner to the Secretary of the Corporation, or the Secretary’s designee.

Section 8. Actions. All actions of all Special Committees shall be subject to review and approval by the Board. No committee shall take any action that binds, or may bind, the Association to any action, failure to take action, or expenditure, unless such authority is provided in the Bylaws of the Corporation, or has been authorized by the Board in writing.

Part Five: Region Associations

Section 1. Region Associations. There are hereby created twenty (20) Region Associations.

Section 2. Boundaries. Boundaries of Region Associations shall coincide with the Region Service Center boundaries as established by TEA, provided that the Board shall have the authority to vary from such boundaries when the Board determines that such variance is in the best interest of the Association.

Section 3. Requests to Change Boundaries. Any voting member of the Association in good standing may petition the Board to change one or more Region Association boundaries. Each such request shall be made in writing, and shall state the reason or reasons for the proposed change. All requests shall be sent to the Chairperson of the Board, or his or her designee, by certified mail, return receipt requested. The Executive Committee of the Board shall review the request and shall make a recommendation to the Board, which shall then render a decision.

Section 4. Region Presidents. The President of each Region shall be elected in such a manner as is provided by the Executive Committee. The President so elected from each Region shall become a member of the Board of Directors as provided in the Bylaws of the Corporation.

Section 5. Compliance with Policies and Procedures. All Region Associations shall comply with all applicable policies and procedures of the Association at all times.

Part Six: Other Association Business

Section 1: Records Retention Policy

It is the policy of the organization to retain records as required by law and to destroy them when appropriate.

The destruction of records must be approved via a records destruction request form. Once the records have been destroyed, a copy of the records destruction request form will be included in the organization’s records destruction log.

Section 2: Conflicts of Interest Policy

Section 2.1: The Directors of the Corporation owe a duty of loyalty to the organization which requires that in serving the Corporation they act, not in their personal interests or in the interests of others, but rather solely in the interests of the Corporation. Directors must have undivided allegiance to the Corporation’s mission and may not use their positions as Directors, information they have about the Corporation,  or the Corporation’s property, in a manner that allows them to secure a pecuniary benefit for themselves or their relatives.1

Section 2.2: Business transactions of the Corporation in which a Director has an interest shall not be prohibited, but they shall be subject to close scrutiny. Such proposed transactions shall be reviewed carefully to determine that they are in the best interests of the Corporation and that they will not lead to conflict of interest. For the purposes of this policy, a Director has an interest in a proposed transaction if he/she has a substantial financial interest in it, or has a substantial financial interest in any organization involved in the proposed transaction, or holds a position as trustee, director, general manager, or principal officer in any such organization. Prior to the start of any negotiations, or consideration of any proposal by the organization, Directors are expected to make full disclosure to the best of their knowledge of any substantial financial interest in a proposed transaction by submitting a report to the President or other officer designated by the Board to handle such matters, supplying any reasons why the transaction might not be in the best interest of the Corporation. In matters requiring prior approval of the Board of Directors, the President or other officer shall forward copies of this disclosure report to the Board before its approval.

Section 2.3: A Director with a substantial interest in a proposed transaction shall not vote on the matter and, depending upon the circumstances, may be excluded from any discussion of the matter.

Section 2.4: A Director shall not use inside information of the Corporation for his/her personal benefit, or use such inside information or his/her position as Director to the detriment of the Corporation. Inside information is information obtained through the Director’s position that has not become public information.

Section 2.5: Each Director has a duty to place the interests of the Corporation foremost in any dealings involving the organization and has a continuing responsibility to comply with the requirements of this Policy.

1 For the purpose of this policy. Relative means spouse, parents, siblings, children, grandchildren, the spouses of children and grandchildren, and any other blood relative, if the latter resides in the same household.