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About Lamaze

Governance: Board of Directors Agreement 

As a member of the Board of Directors of Lamaze International (“Lamaze”), I understand that the Board is responsible for overseeing Lamaze’s operations, finances, and investments, ensuring that Lamaze is complying with its legal obligations, and planning for Lamaze’s future. I understand that it is my responsibility to support a strong partnership between volunteer leaders and staff based upon common expectations, trust, collaborative planning, joint evaluation, and mutual respect. I understand that I have a fiduciary duty to further the charitable mission of Lamaze, exercise care in my duties, and act in good faith and in the best interests of Lamaze.

Direct Responsibilities:

I agree to do the following as part of my director duties:

  1. Attend at least 75% of Board meetings, without missing two consecutive meetings, and actively participate;

  2. Prioritize the best interests of Lamaze and its charitable mission at all times when acting as a Director of Lamaze.  As part of this responsibility, I will disclose any conflicts of interest to the Board as required by the conflicts of interest policy;

  3. Serve as a resource for Lamaze in areas of my professional and personal expertise;

  4. Review the materials provided to me by Lamaze and keep myself informed about the activities and challenges of Lamaze;

  5. Ask questions;

  6. Represent Lamaze in a manner that enhances its public image;

  7. Actively participate in one or more of Lamaze’s projects, other committees or special events;

  8. Share any concerns regarding the performance of management and staff in a productive manner (e.g. give timely, accurate details about the behavior or process that needs improvement to the appropriate supervisor);

  9. Conduct periodic Board evaluations to assess individual and group performance, and share any concerns regarding the performance of fellow board members in a productive manner (e.g. give timely, accurate details about the behavior or process that needs improvement to the individual board member or president, as appropriate);

  10. Refrain from discussing concerns regarding management and staff with others who are not in a position to resolve the issue.  I will also refrain from continuing to discuss past occurrences unless performance has not improved.

  11. Recruit and orient new Board members as may be needed;

  12. Honestly assess and offer ideas to improve the performance of Lamaze;

  13. Comply with Lamaze’s Confidentiality Policy; and

  14. Work in good faith with other Board members to provide guidance about the direction, desired outcomes and priorities of Lamaze.

Director Rights:

As a Director, I am entitled to the following:

  1. Timely notice of board meetings and special events;

  2. Regular written reports on the financial status and activities of Lamaze;

  3. Timely and straightforward responses to my questions about the financial status and activities of Lamaze;

  4. Opportunities to evaluate and choose the Executive Director who is charged with the day to day management of Lamaze;

  5. Information that I feel is necessary to carry out my legal and ethical responsibilities to Lamaze, including advice from outside professionals, such as accountants and lawyers when necessary;

  6. Opportunities to participate in projects, other committees, special events and fundraising activities; and

  7. Opportunities to discuss Lamaze’s goals, activities, and status with Lamaze’s President and Executive Director.

I agree to fulfill my responsibilities under this agreement and to notify the President if I feel Lamaze is not fulfilling its responsibilities to me.

Approved April 2016