Bylaws and Compliance

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Bylaws

Non-Profit Board Member Duties

Due Care

  • Requirement that board members exercise reasonable care when making a decision on behalf of the organization. 
  • Be informed. Ask questions. Seek out information from credible sources.
  • Actively participate in board discussions. 
  • Use common sense.
  • Use the same care you would in making decisions in your personal life and business life.

Loyalty

  • Board members must act in the best interests of the organization.
  • Do not use information obtained as a board member for personal gain. Avoid conflicts of interest/loyalty.
  • When making decisions for the organization, put the organization’s interests above the interests of other organizations you may be part of.

Obedience

  • Ensure that the organization follows its own mission, articles of incorporation, bylaws, and formal policies.
  • Ensure that the organization follows all applicable federal, state, and local laws and requirements.

(Required by Oregon state law, ORS 65.357 General standards for directors; similar requirements in states across the country.)