Board Governance Policy
I. Purposes of this Policy
- A. To provide a framework within which directors and officers of the Board of CMA will be guided in the execution of their fiduciary duties on behalf of the CMA.
- B. To help assure awareness by directors and officers of the Board of CMA of their basic fiduciary duties under state law and of their obligations related to federal tax exemption granted CMA.
- C. To help assure that the decisions and conduct of the directors and officers of the Board of CMA are at all times consistent with their duties and obligations and with the charitable mission of CMA.
II. Obligations of the Board and Individual Directors A. Mission: CMA is operated exclusively for the exempt purpose established in its mission, and shall engage primarily in activities which further that mission. B. Directors’ Role: 1. The directors are those persons with voting power on the Board of Directors responsible for the operation of CMA. All corporate powers are exercised by or under the authority of the Board and the affairs of CMA are managed under the direction of the Board. 2. The directors do not manage the day-to-day affairs of CMA, but delegate that function to others. Directors must, however, exercise reasonable and prudent oversight with respect to corporate officers, agents and employees to whom such affairs are delegated. 3. In the performance of his or her duties, a director may rely on information and reports received from officers or employees of CMA whom the director reasonably believes to be reliable and competent in the matters presented, as well as on professional advisors (e.g. attorneys, public accountants) and other persons with regard to matters the director reasonably believes are within the person’s professional or expert competence. A director may also rely upon a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence. 4. Core Fiduciary Obligations of Directors a. Duty of Care (i) A director shall discharge his or duties as a director, including duties as a member of a committee: (a) In good faith; (b) With the care of an ordinarily prudent person in a similar position would exercise under similar circumstances; and (c) In a manner the director reasonably believes to be in the best interests of CMA. (ii) The duty of care implies a duty of reasonable inquiry. Each director is obligated to ask questions and demand information to allow that director to have sufficient information and understanding to make decisions he or she reasonably believes are in CMA’s best interests. (iii)A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance on advice from employees, officers, advisors and consultants, or other directors or board committees unwarranted.