Impact 100 Greater Indianapolis Director Orientation and Education, including Confidentiality Agreement

Effective Date: Approved and effective February 25, 2006

Subject: Director Orientation and Education

Policy

It is the policy of Impact 100 Greater Indianapolis, Inc. (“Impact 100”) that all Directors receive orientation and education regarding legal duties and other responsibilities of their office.

Procedures

  1. All Directors must know Impact 100’s purpose (mission, goals, Value Statement and responsibilities) and the persons or interests served.
  2. All Directors must be familiar with their legal responsibilities as Directors, and acknowledge this understanding in writing. In carrying out their functions for Impact 100, Directors are subject to two obligations: the Duty of Care and the Duty of Loyalty.

I. Duty of Care

  1. All Directors must participate in making decisions pertaining to the management and governance of Impact 100.
  2. All Directors must regularly attend Board meetings.
  3. All Directors must exercise independent judgment on all corporate decisions.
  4. All Directors must be informed about Impact 100’s business operations and programs.
  5. All Directors need adequate information, which may be supplied by other Directors or Committee members.
  6. All Directors may rely on information received from regular, credible, and trustworthy sources, such as accountants and attorneys.

II. Duty of Loyalty

  1. Conflicts of Interest
  • Directors may have financial or other interests that conflict with Impact 100’s interests. The Duty of Loyalty requires that each Director be aware of the potential for conflicts and act openly and with due care in such circumstances.
  • The interested Director(s) must disclose the Conflict to the Board of Directors or Committee concerned with the matter.
  • The Board of Directors shall review the matter in an objective, disinterested manner, consistent with the Conflict of Interest Policy and Procedure.
  1. Corporate Opportunity
  • If a Director enters into a transaction which she reasonably knows may also be of interest to Impact 100, the Director should disclose the transaction to the Board so the Board may take appropriate action to protect the best interests of Impact 100.
  1. Confidentiality
  • A Director should not disclose information about Impact 100’s activities unless the information is already known by the public. A Director must acknowledge this obligation by signing the attached Confidentiality Statement. Any Director who breaches her duty of Confidentiality may be sanctioned by the Board, including removal from the Board of Directors.

Board Director Confidentiality Statement

The undersigned Director of Impact 100 Greater Indianapolis, Inc. (“Impact 100”) covenants and agrees that she shall not at any time during the term of service on the Board of Directors of Impact 100 publish, disclose or authorize anyone to publish or disclose or use for her own benefit or gain any proprietary or confidential matter, information or documents relating to any aspect of the business and affairs of Impact 100. The Director shall treat as confidential all information pertaining to the normal course of business of Impact 100, including internal programmatic matters, strategic plans, and donor and potential donor mailing lists.
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