American College of Nurse-Midwives Responsibilities of Nonprofit Board Members

ACNM Mission Statement The mission of ACNM is to promote the health and well-being of women and infants within their families and communities through the development and support of the profession of midwifery as practiced by certified nurse-midwives, and certified midwives.

Legal Responsibilities of Board Directors Established under state and federal laws State Law Duty of Loyalty Duty of Care Duty of Obedience Federal Law Ensure that tax-exempt purpose of the organization is carried out Protect assets

Duty of Loyalty “When taking office as a Director, loyalty to the organization moves to the top rung of the ladder” “The wearing of hats”: Directors must act on behalf of the organization while wearing the hat of the organization. Put aside individual interests (friends, family, associates, other organizations, employer) Avoid conflicts of interest

Understanding Conflict of Interest A conflict of interest may exist when an individual participates in the decision-making process on an issue for the organization while having other business, professional, or personal interests that create bias or predisposition on the issue.

Addressing Potential Conflicts Disclosure Cooperate w/board decision on how to address Disclosure only (minor conflict) Recusal from the issue causing potential conflict (serious conflict) Resignation (serious, immediate, or ongoing conflict which cause the director to “serve two masters”) When in doubt – disclose, discuss, resolve conflict

Duty of Care Use the care that an ordinary person would exercise in the same or similar position when conducting activities, making statements, or otherwise working as a volunteer Exhibit honesty and “good faith” Attend meetings & participate regularly in governance Be informed: be fully aware of the Board’s issues and actions Special visibility at the Annual Meeting

Duty of Care Protect Corporate Assets: Obligations include: Hard assets (property) Financial resources Trademarks, copyrights, goodwill and reputation Tax-exempt status Obligations include: Implement an annual budget & review annual financial statements Seek legal and financial advice when necessary

Duty of Obedience Comply with applicable federal, state, and local laws Follow both the “letter” &the “spirit” of its governing documents Bylaws Policies Positions Dedicate the organization’s resources solely to its corporate purposes/mission Remain true to its mission Does not engage in unauthorized activities

Indemnification Directors are indemnified by Directors & Officers Insurance Covers legal actions taken in good faith and in the best interest of the org. Does not cover illegal acts Most suits against are employee-based (i.e., wrongful termination; sexual harassment) Others include antitrust; copyright/ trademark infringement; defamation; breach of fiduciary responsibilities

Duty of Confidentiality “What goes on at a Board of Directors’ meeting, stays in the meeting” The right to speak out and voice opinions is vital to the effective functioning of the Board Discussion, votes, and sensitive data must be protected Confidentiality does NOT eliminate responsibility to report on Board decisions to the members

Board Unity The Board acts as a unit When a decision is made or an action taken, all Directors are obligated to support the decision or action, no matter what the vote tally Directors are encouraged to freely state their opinions and seek support from other Directors Once a decision is reached, the Board speaks as ONE.

Delegation “The Board is empowered to ensure that the organization operates smoothly and effectively. The Board does not ‘run’ the organization.” The Board as Macro-Manager The Board makes policy and strategic decisions The Board follows up, monitors, and evaluates the implementation of these policies and decisions

Analysis & Deliberation Strategy & Policy Implementation Monitoring & Reporting