Board of Directors Code of Ethics
Members of the board (including ex officio members of the board) shall at all times abide by and conform to the following code of conduct in their capacity as board members:

  1. Each member of the board of directors will abide in all respects by the Bloomfield Public Library Foundations' Code of Ethics and all other rules and regulations of the association (including but not limited to the association's articles of incorporation and bylaws) and will ensure that their membership (or the membership of the entity for which they serve as officer, director, employee, or owner, as the case may be) in the association remains in good standing at all times. Furthermore, each member of the board of directors will at all times obey all applicable federal, state and local laws and regulations and will provide or cause to provide the full cooperation of the association when requested to do so by those institutions and their persons set in authority as are required to uphold the law.

  2. Members of the board of directors will conduct the business affairs of the association in good faith and with honesty, integrity, due diligence, and reasonable competence.

  3. Except as the board of directors may otherwise require or as otherwise required by law, no board member shall share, copy, reproduce, transmit, divulge or otherwise disclose any confidential information related to the affairs of the association and each member of the board will uphold the strict confidentiality of all meetings and other deliberations and communications of the board of directors.

  4. Members of the board of directors will exercise proper authority and good judgment in their dealings with association staff, suppliers, and the general public and will respond to the needs of the association's members in a responsible, respectful, and professional manner.

  5. No member of the board of directors will use any information provided by the association or acquired as a consequence of the board member's service to the association in any manner other than in furtherance of his or her board duties. Further, no member of the board of directors will misuse association property or resources and will at all times keep the association's property secure and not allow any person not authorized by the board of directors to have or use such property.

  6. Each member of the board of directors will use his or her best efforts to regularly participate in professional development activities and will perform his or her assigned duties in a professional and timely manner pursuant to the board's direction and oversight.

  7. Upon termination of service, a retiring board member will promptly return to the association all documents, electronic and hard files, reference materials, and other property entrusted to the board member for the purpose of fulfilling his or her job responsibilities. Such return will not abrogate the retiring board member from his or her continuing obligations of confidentiality with respect to information acquired as a consequence of his or her tenure on the board of directors.

  8. The board of directors dedicates itself to leading by example in serving the needs of the association and its members.

  9. No member of the board of directors shall persuade or attempt to persuade any employee of the association to leave the employ of the association or to become employed by any person or entity other than the association. Furthermore, no member of the board of directors shall persuade or attempt to persuade any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the association to terminate, curtail, or not enter into its relationship to or with the association, or to in any way reduce the monetary or other benefits to the association of such relationship.

  10. The board of directors must act at all times in the best interests of the association and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, board members will identify the conflict and, as required, remove themselves from all discussion and voting on the matter. Specifically, board members shall follow these guidelines:

    • Avoid placing (and avoid the appearance of placing) one's own self-interest or any third-party interest above that of the association; while the receipt of incidental personal or third-party benefit may necessarily flow from certain association activities, such benefit must be merely incidental to the primary benefit to the association and its purposes;

    • Do not abuse board membership by improperly using board membership or the association's staff, services, equipment, resources, or property for personal or third-party gain or pleasure; board members shall not represent to third parties that their authority as a board member extends any further than that which it actually extends;

    • Do not engage in any outside business, professional or other activities that would directly or indirectly materially adversely affect the association;

    • Do not engage in or facilitate any discriminatory or harassing behavior directed toward association staff, members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to the association;

    • Do not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to the association without fully disclosing such items to the board of directors; and

    • Provide goods or services to the association as a paid vendor to the association only after full disclosure to, and advance approval by, the board, and pursuant to any related procedures adopted by the board.

 

    Board of Directors Conflict of Interest Policy and Disclosure Form
In their capacity as directors, the members of the Board of Directors (the “Board”) of the Bloomfield Public Library Foundation (the “Foundation”) must act at all times in the best interests of the Foundation.  The purpose of this policy is to help inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interest where necessary.  This policy may be enforced against individual Board members as described below.  

  • Board members have a fiduciary duty to conduct themselves without conflict to the interests of the Foundation.  In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of the Foundation.   
  • A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to the Foundation and the Board member’s personal, business or other interests.
  • All conflicts of interest are not necessarily prohibited or harmful to the Foundation.  However, full disclosure of all actual and potential conflicts, and a determination by the disinterested Board (or the Foundation Executive Committee) members – with the interested Board member(s) recused from participating in debates and voting on the matter – are required.   
  • All actual and potential conflicts of interests shall be disclosed by Board members to the Foundation Executive Committee through the annual disclosure form and/or whenever a conflict arises.  The disinterested members of the the Foundation Executive Committee shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any).  The Foundation Executive Committee shall inform the Board of such determination and action.  The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.   
  • On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below.  All completed forms shall be provided to and reviewed by the Foundation Executive Committee, as well as all other conflict information provided by Board members.  


I have read the Foundation Board Conflict of Interest Policy set forth above and agree to comply fully with its terms and conditions at all times during my service as a Foundation Board member.  If at any time following the submission of this form I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the Foundation President & CEO in writing.  

Disclosure of Actual or Potential Conflicts of Interest:  
_________________________________________________________________

_________________________________________________________________ 
_________________________________________________________________

Board Member Signature: _______________________________________________________ 

Board Member Printed Name: ___________________________________________________________  
Date: ____________________________________________________________

 

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