Having been selected by my peers to serve on the Board of the Giant Screen Cinema Association (the “Association”) and being fully aware of the high honor bestowed upon me, I pledge to do my utmost to adhere to the following Code of Conduct:
1. I understand that membership on the Board is not a right I have earned, but a privilege bestowed by my colleagues to allow me to serve them and our mission. I am the servant of the Association members. I pledge to fulfill that role.
2. Fiduciary Obligations:
(i) I understand that I have a fiduciary responsibility to the Association membership to oversee the finances of the Association. I pledge that I will make myself aware of association non-profit accounting principles, read and understand the Association’s financial reports, and obtain any information I need from the staff to fulfill this obligation.
(ii) I understand that funds contributed to the Association through the dues of members and by other donors are contributed to further the mission and good works of the Association.
3. Conflict of Interest
(i) I understand that I have a responsibility to apprise the Board of any conflicts of interest that I may have and to recuse myself from voting where a conflict exists. I pledge to avoid both the appearance and actuality of any conflict of interest.
(ii) I understand that it is a violation of my fiduciary responsibility to the membership to appropriate to myself opportunities that rightfully belong to the association, or to usurp opportunities and appointments for myself that should be open to the membership. I pledge not to do so.
(i) I understand there may be issues discussed at Board meetings that could damage individuals or the Association if discussed outside the Boardroom, and I pledge to maintain confidentiality of such items. I also understand that the Association effectively belongs to its members, who have a right to know how their association is operating. I pledge to support operating in as open and transparent a manner as is possible, while keeping in mind that some issues must be kept confidential.
(ii) I understand that I will keep confidential all information that I learn about clients, personnel, and any other matters specifically determined by Board motion to be matters of confidence including and especially matters dealt with during closed) meetings of the Board.
I understand that my authority as a member of the Board is only in the Boardroom, and that I have no management authority or responsibility for the Association outside of my participation in Board decisions. It is the staff’s responsibility to manage the association, within the guidelines and limits established by and under the overall supervision of the Board. It is the Board’s collective responsibility to set the strategic direction for the Association, to establish policies relating to ends, means and executive limits, and monitor financial performance, and to hire and oversee the President. I understand that no one else can fulfill these Board responsibilities. I pledge I will devote myself to helping the Board fulfill these strategic responsibilities.
6. Conduct at meetings
(i) I understand that I have a responsibility to fully and fairly share my opinions at Board meetings, but that I also have a responsibility to support Board decisions outside the Boardroom. I pledge to do so.
(ii) I understand that much of the success of the Association will depend on Board dynamics. I pledge I will welcome diverse points of view and that I will feel free to disagree without being disagreeable.
7. Conduct generally
(i) I understand that Board service is my opportunity to make a lasting contribution to the Association, to the industry it represents and to the membership. I pledge to work to leave the Association better, stronger and more fiscally sound than I found it at the start of my Board service.
(ii) I understand that members will look to me for their cues about the Association. I pledge I will be an enthusiastic booster of the Association.
(iii)I will demonstrate due diligence and dedication in preparation for and attendance at the meetings, special events and in all other activities on behalf of the Association.
(iv)I understand that anti-trust violations could cause great harm to the Association and to individual Board members. I pledge that I will not participate in any action; meeting or discussion that I believe could, or have been advised by staff or Association counsel could give even the appearance of being a potential anti-trust violation.
I will immediately resign my position as director of the Association in the event that I, or my colleagues on the Board, have concluded that I have breached the Code of Conduct.
Signature of Board Member Date