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BOARD RESOLUTION OF [YOUR COMPANY NAME]
PROVIDING A BOARD MEMBER JOB DESCRIPTION AND CODE OF CONDUCT

DULY PASSED ON [DATE]



PROVIDING A BOARD MEMBER JOB DESCRIPTION AND CODE OF CONDUCT

WHEREAS, the effectiveness of [YOUR COMPANY NAME] depends on the knowledge and engagement of Board Members;
 
WHEREAS, the credibility of [YOUR COMPANY NAME] is directly affected by the manner in which board members conduct themselves and Board business; and
 
WHEREAS, the effectiveness and credibility of the board directly impact the goals of [YOUR COMPANY NAME]; 

RESOLVED, that the bylaws of [YOUR COMPANY NAME] are amended in the following manner: 

Article [NUMBER], [BYLAW] C a new section shall be added to read:
 
  In order to accomplish the overall mission of [YOUR COMPANY NAME], and to achieve its specific objectives, each member of the Board is expected to fulfill several individual responsibilities.  Members should:
 
  Prepare well for each Board meeting or committee teleconference, through full and careful study of the agenda and its supporting materials, other relevant materials, and through discussion of agenda items, when appropriate, with other Board members, staff members, and others as desired in formulation of preliminary personal views on each topic in advance of the board meeting. These judgments are to serve as a base point for further discussion in the meeting;
 
  Attend the entire board meeting by arranging work and travel schedules in advance to permit on-time arrival and staying through the full meeting; 

  Evaluate and follow-up on the actions taken at Board meetings by keeping track (through published [YOUR COMPANY NAME] documents) of how the actions of the Board are being implemented in the short and long run, and expressing comments or concerns with the Chair or Executive Director, as appropriate;   
  Establish two-way communication links with [YOUR COMPANY NAME] partners to explain and discuss the actions taken by the Board; 
  Fulfill responsibilities of any collateral assignment as an [YOUR COMPANY NAME] committee member or appointed representative to other agency committees or task forces in accordance with the purpose of the committee or the nature of the representation on behalf of [YOUR COMPANY NAME], and consistent with the precepts of preparation, attendance, participation and evaluation set forth above;
 
  Participate actively in the legislative activities of [YOUR COMPANY NAME], in the most effective manner, to be jointly decided with the Chair, the Executive Committee, and the Executive Director;
 
  

Accept occasional public speaking assignments such as chairing meetings and introducing speakers, as well as giving reports as appropriate before the Board; and
 
  Acknowledge and abide by [YOUR COMPANY NAME] Board Member Job Description and Code of Conduct. 
 
Additionally, the Board Member serves as ambassador of the Board and the Administration. As such, each member of the Board functions as a representative of [YOUR COMPANY NAME] to the other boards, partner agencies, and the general public. Each Board Member must assume responsibility for explaining Board decisions, [YOUR COMPANY NAME]s vision for the future, and [YOUR COMPANY NAME]s mission and goals, together with the action plans approved by the Board to realize that vision and attain the goals.
 
Article [NUMBER], Appointments and Terms, shall be amended by inserting a new section [NUMBER] that reads:
 
Section [NUMBER] C As a member of [YOUR COMPANY NAME] I will: 
  
Attend all regularly scheduled board meetings and other teleconference meetings, insofar as possible, and become informed concerning the issues considered at those meetings; 
  
Understand the responsibility inherent in serving on a policy setting public body as that of providing broad guidance and direction to the Administration that is responsible for the interpretation and implementation of those policies; 
  
Recognize that I should endeavor to make policy decisions only after full discussion at a committee meeting, committee teleconference, or a meeting of the full [YOUR COMPANY NAME] organization; 
  
Render all decisions based on the available facts and my independent judgment, and refuse to surrender that judgment to individuals or special interest groups; 
  
Encourage the free expression of opinion by all Board Members, and seek systematic communication between Board Members and partner agencies; 
  
Recognize the responsibility for management of [YOUR COMPANY NAME] is that of the Executive Director and, in turn, the professional staff members assigned to assist the Executive Director in carrying out the policies established by the Board; 
  
Inform myself about current workforce development issues by individual study and through participation in programs providing needed information, such as those sponsored by partner agencies, state agencies, or national organizations; and
  
Avoid being placed in a position of conflict of interest, and avoid using my board position for the advancement of my personal interest or personal gain. 
RESOLVED FURTHER, that the officers of [YOUR COMPANY NAME] are, and each acting alone is, hereby authorized and directed to take such further action as may be necessary, appropriate or advisable to implement this resolution and amendment and any such prior actions are hereby ratified; and

We, the undersigned, hereby certify that [YOUR COMPANY NAME] is comprised of [NUMBER] members, of whom [NUMBER], constituting a quorum, were present at a meeting duly and regularly called, noticed, convened and held this [DAY] day of [MONTH, YEAR], and that the foregoing Resolution was duly adopted at said meeting by the affirmative vote of [NUMBER] members, and opposed by [NUMBER] members, and that said Resolution has been duly recorded in the Minute Book and is in full force and effect.



          
[DIRECTOR]



          
[DIRECTOR]



          
[DIRECTOR]

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