Expectations
Thank you for offering your time, talent and, most of all, your leadership to serve on the Fayette Chamber of Commerce Board of Directors. Ensuring that board members understand expectations and duties affiliated with this role is important to the success of each board member’s term on the Fayette Chamber Board of Directors as well as the overall success of the organization. Please review this important document carefully and acknowledge your understanding and commitment by signing and dating the last page.
Commitment
Time
Understanding the time commitment is one of the most important aspects of the board position. Conscientious board members want to make sure they have the time to be present and prepared and knowing the time commitment up front is critical.
At a minimum, three hours a month for board meeting prep and attendance is expected. The average time commitment for additional Chamber activities is an estimated average of five hours a month.
According to the Chamber by-laws, board members are required to attend 67 percent of the board meetings, including the board retreat, in a 12-month period. That equates to missing no more than four board meetings. Additionally, a board member cannot miss three meetings in a row. Board members are required to notify the President when they are unable to attend. Notification via e-mail in advance as soon as possible.
In a board year, board members are expected to attend six to twelve events:
- The Annual Meeting (January)
- The Community Expo (September)
- Elected Officials Appreciation Supper (June)
- Dome Roam (February)
- At least two networking events (Business After Hours, Speed Networking)
- At least two programming events (B2B Luncheons, Issues forums, Membership 101 breakfasts)
- At least two ribbon cuttings
To improve retention, the Chamber has a goal that members should receive a variety of “touches.” One of those is a check-in call from a board member or an ambassador. Board members are provided a list to call or e-mail at least once a year.
Talent
Board members are chosen to serve on a board for their business acumen, leadership skills and connections. A board member should apply his or her knowledge, leadership and skills for policy-making to board decisions.
Board members can support program execution and operations through committee or task force participation or volunteering for a specific event.
Board members often have relationships with elected officials or have influence to affect outcomes. To move the Chamber’s legislative agenda forward, board members may be asked to contact local, state or federal elected officials to ask for support or opposition or testify on an issue in front of a public body.
Board members are often in a position to set policy about purchasing at their place of business. Board members are encouraged to use members of the Fayette Chamber for their business as well as personal purchases as much as possible.
Treasure
Membership makes up 67 percent of the Chamber’s revenue. Sponsorships make up the remaining 33 percent of the budget. Board members are encouraged to lead by example by participating in the 110 % Club, sponsorship or advertising programs which includes The Source magazine. Members of the 110% Club are those who chose to donate an extra 10 percent of dues at the time of the dues payment. Sponsorships and advertising is available at a variety of levels.
When applicable, board members may want to donate goods and services which can be used to reduce Chamber expenses or for silent auctions.
Board members can help bring in new revenues by bringing in new members and sponsors as well as selling 50/50 tickets for the golf tournament. Sometimes, a phone call or e-mail from a board member with a relationship with the potential member or sponsor may be what is needed.
Three Duties
Non-profit board members have three legal responsibilities when serving on non-profit boards.
Duty of Care
The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of "care that an ordinarily prudent person would exercise in a like position and under similar circumstances." This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.
· Be a trustee of the organization and do his or her best to ensure that the organization is well-maintained, financially secure, growing and operating in the best interests of the Chamber members.
· Assure the organization’s compliance with all local, state and federal law, as well as the organization’s by-laws.
· Participate fully in board meetings including the strategic planning process and, when appropriate, on committees or a task force.
· Recognize that the board member’s job is to ensure that the organization is well-managed, not to manage the organization.
· Authorize expenditures and income through the annual budget approval process and exercise prudence in the transfer and control of funds.
Duty of Loyalty
The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.
· Respect other board members as well as the members served and not show disrespect or negatively criticize fellow board members.
· Keep well-informed of developments that are relevant to issues that may come before the Board.
· Refer member or staff issues to the President, proper officer or committee.
· Avoid using the organization for personal advantage at the disadvantage of others or the Chamber.
Duty of Obedience
The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.
· Recognize that all authority is vested in the board as a whole and not with individual board members and that only the board chair and Chamber president may speak to the media on behalf of the organization. Discussions at board meetings should be kept confidential to insure Chamber positions and messaging is not misconstrued in any way.
· When voting on issues, declare any conflicts of interest and abstain voting on that particular issue.
· When taking positions publicly that the Chamber has not addressed, state a disclaimer that he or she serves on the Board of the Fayette Chamber of Commerce and that the opinion stated on this issue is solely that of the individual. On the other hand, when a board member disagrees with a position taken, he or shall not offer a differing opinion. The public stance is “As a member of the Chamber Board, I support the Board and the position it has taken.”
· Provide guidance, advice and support for the President and not interfere or undermine the President’s authority.
Conflict of Interest and anti-trust – Please Read and Check Boxes
Declare any conflicts of interest between personal and professional life by completing the following.
If no to any item below, please attach a document describing the relationship including the amount of compensation.
r Yes r No I have not received compensation as an officer or employee of the Fayette Chamber of Commerce.
r Yes r No I, my business or a family member either individually or through his or her business, have never received total compensation or other payments exceeding $10,000 from the Chamber as an independent contractor during the prior calendar year.
r Yes r No I do not have a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Fayette Chamber of Commerce is negotiating a transaction or arrangement.
r Yes r No I understand that at Chamber meetings and events, conversations with representatives in my industry or profession may include discussions about suppliers, processes, prices or operations. These discussions shall not, in any way, lead to an agreement among competitors or any other activities that violate antitrust laws.
I have read and understand the Fayette Chamber of Commerce’s guiding principles including the conflict of interest requirements. As a member of the Board of Directors, I agree to abide by this policy. I also agree to fully disclose below all business and family relationships with other board members and with the Fayette Chamber of Commerce organization. I understand this is required to allow the Board to adequately assess any potential conflicts of interest. Should additional relationships which could pose potential conflicts develop in the future, I agree to promptly notify the Board of Directors of those relationships.
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Signed Date
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Print Name
Updated: November 2016