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Board Duties and Norms

Board Duties

As Board member(s), I/We abide by the legally required duties of care, loyalty, and obedience. As fiduciaries of FASEB resources and stewards of its mission, each Board member is responsible to:

  • Support FASEB mission and purpose (Duty of Obedience)
  • Abide by FASEB bylaws and policies (Duty of Obedience)
  • Prepare for, attend, and participate in Board meetings and related activities (Duty of Care)
  • Ensure responsible management of FASEB financial/business affairs (Duty of Care)
  • Act in good faith and in the best interests of FASEB and its membership (Duty of Loyalty)

Board Norms

As Board members, we foster healthy Board relations and an environment of respect, cooperation, and collegiality, and we expect ourselves and others to promote effective and efficient Board operations. Board members are expected to:

  • Treat each other with respect
  • Seek to build the reputation and credibility of FASEB and its member societies
  • Support FASEB goals of diversity and inclusion
  • Support and welcome new members as they join the Board
  • Prepare for, and actively engage in, discussions and decisions relating to the allocation of resources and financial performance
  • Expand individual and collective awareness of the needs and opinions of FASEB member organizations
  • Give open and fair consideration of diverse viewpoints
  • Exercise independent judgment and freely express dissenting views in an appropriate manner during Board discussions
  • Express opinions and views without interruption or dominance of others
  • Focus on the issues, even when disagreeing
  • Support Board decisions to outside constituencies even when Board member dissented from majority view
  • Maintain confidentiality of sensitive or proprietary information obtained through Board service
  • Maintain confidentiality involving matters addressed in executive session except to those entitled to participate in that session
  • Act officially or speak or write publicly, either to internal or external audiences, on behalf of FASEB only when specifically empowered to do so by the bylaws or the Board
  • Respect the Executive Director’s and staff’s unique role to manage the day-to-day activities and refer any concerns or comments about the staff or staff activities to the Executive Director