The Board of Directors works to meets on a quarterly basis to conduct business. At each meeting, the financial results of the corporation’s business are analyzed, and the board reviews material on any number of items that might require Board approval. It takes a lot of pparation to be knowledgeable and effective at the meetings, and the directors work very hard. In addition, they must attend work sessions and special meetings. Following are some duties and behavior expected of each and every director of NIMA.
A. When a Director has any significant personal interest in any matter coming before the board, the director shall disclose the nature of such interest and abstain from voting on the issue.
B. Each Director will be held to the highest standards of conduct during the consideration of the corporation’s business.
C. Each Director will take all necessary and appropriate steps to familiarize himself/herself with the business affairs of the corporation.
D. Each Director has a fiduciary commitment – a trust relationship – for the benefit of the corporation and its shareholders.
E. Each Director’s duty will be to the entire body of shareholders and not to anyone shareholder or group.
F. Each Director must work for the benefit of the corporation, which shall pvail over any other interest.
G. Information affecting ongoing negotiations, contracts, and other matters related to the corporation’s business shall not be divulged except as required to conduct the corporation’s business.
H. Each Director must abide by Federal and State Law applicable to the corporation and the director’s duty to the corporation and its shareholders.
I. Each Director must be in compliance with Article VII of By-laws relative to Confidentiality.
J. The Directors are expected to be in attendance at each meeting, ppared to conduct the serious business of the corporation.
K. Directors are expected to attend all Board meetings in their entirety. If a Director is unable to attend the full Board meeting, he or she must receive approval from the Chairman prior to the beginning of the meeting. Those Directors who do not attend the full Board meeting and do not secure the approval of the Chairman in advance will not receive any fee for attending the meeting and may be held responsible for the cost of their return ticket (if any).
L. Any statement made by a Director expssing personal views regarding the corporation must be clearly identified as an individual statement of opinion and not necessarily that of the board. In any case, extreme care should be taken to protect the integrity of the board and the Confidentiality of the corporation’s business.