Legal, Insurance … - School Nutrition Association法律，保险和……-学校营养协会.pptVIP

Insurance, Legal Other Nonprofit Necessities 2007 National Leadership Conference Session Focus Governance Fiduciary Obligations Leadership Necessities Tax Exempt Status Antitrust Insurance Legal Intellectual Property Contracts Corporate Governance Hierarchy of Authority State Nonprofit Corporation Law (statute and common law) Articles of Incorporation Bylaws Board Policies and Procedures Unwritten Common Practices Corporate Governance Governance Structure Board of Directors Executive Committee Other committees of the Board (nominating, finance, etc.) Other committees Staff Corporate Governance Roles of Board members are defined by articles, bylaws, board policies manual, common practice. Board sets the policy and the mission of the organization, staff is charged with carrying out the policy and the mission. Boards are generally only allowed to act in a meeting. While members have some powers, power of the Board of Directors is paramount. Fiduciary Obligations of Officers, Directors and Agents Duties of Loyalty Placing association interests first Subordinate personnel, business and factional interests Avoiding / Acknowledging Conflicts of Interest Disclosure Recusal (Discussion and Voting) Good Faith Honesty integrity Confidentiality Majority rule and public statements / actions Fiduciary Obligations of Officers, Directors and Agents Duties of Care Diligence Attendance participation Receiving understanding reports relevant facts Making informed timely decisions Being aware understanding organization’s activities Understanding organizations financial transactions Conformance with laws and governance documents Fiduciary Obligations of Officers, Directors and Agents Appropriate and usual protection of directors, agents and the association Indemnification specifications in Articles of Incorporation, Bylaws and Policies Insurances Association provided Personal Special Volunteer protection laws Leadership/Governance Necessities You must bring with you: Preparati