DIRECTOR RESPONSIBILITIES AND CODE OF CONDUCT

This Code of Conduct will expire on December 31, 2014. . A) Be Informed 1. I will stay informed about the CCSPCAs mission, bylaws, policies, goals, operations, and current needs. 2. I will read the materials sent to the Board, and will ask for additional clarification if it is needed to make informed decisions. 3. I will communicate only in a constructive and respectful manner, consistent with the best interests of the CCSPCA. 4. I will attend Board and committee meetings regularly and make doing so a priority, recognizing that the Board needs the full participation of its members to govern effectively. B) Determine and Support Policy 1. I will support and, as appropriate, participate in the periodic review and possible revision of the CCSPCA mission statement and its strategic plan. 2. I will support and, as appropriate, participate in the development of organizational policies for Board review and adoption. C) Ensure Financial Solvency, Asset Management, and Regulatory Compliance 1. I will approve an annual operating budget that represents a realistic reconciliation of operations, expenses, and resource expectations, critically review the organizations financial statements, and ensure the maintenance of sufficient reserves to meet contingencies. 2. I will not direct or encumber the financial resources of the organization outside of approved budgets, and understand that the committees on which I participate can only recommend to the Board for its subsequent approval any expenditure that is outside of pre-approved limits.

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D) Participate in Providing Financial Support and Fundraising 1. I will support the CCSPCA financially and will make it a focus of my personal charitable commitment, and at a minimum will contribute an annual gift. 2. I will also actively participate in the organizations development efforts to the greatest extent possible. E) Avoid Conflicts of Interest 1. I will guard against any conflicts of interest, whether personal or businessrelated. 2. If the appearance of one exists, I will inform the Board President and withdraw from consideration of the issue. 3. If I enter into a relationship that creates a conflict of interest, I will immediately offer to resign from the Board. 4. I agree to sign the Conflict of Interest Statement annually and will fully disclose on it any conflict or potential conflict. F) Ensure the Boards Processes are Sound 1. I will focus on governance and strategic oversight. 2. I will provide observations, feedback, and suggestions to the President of the Board to enable him or her to ensure the effectiveness of the Board. 3. I understand that all information given to the Board or discussed at Board meetings is confidential. 4. I will not duplicate, share, or communicate confidential information to anyone outside the Board without the express permission of the Board President and/or the Executive Director. 5. I understand that much of the work of the Board must be done at the committee level, and I will make every effort to participate fully in those committees on which I have agreed to serve. 6. I will serve on at least two committees when possible, and will not commit to serving on more committees than I can effectively manage. 7. I acknowledge that from time to time certain management, personnel, or operational issues may come within the purview of a committee on which I serve. In such instances, I will limit my involvement to discussion with committee members, and I understand that the committee chairperson will
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report to the Board, the Board President, and/or the Executive Director, as the situation warrants. 8. As the purpose of the Board is to govern, I agree that I will send to the entire Board only those emails and other communications that deal with governance issues. G) Hire the Executive Director 1. I will participate in discussions regarding the position of Executive Director. H) Support the Executive Director 1. I will recognize and respect the distinction between the Boards responsibility to govern and the Executive Directors responsibility to manage. 2. I understand that the management and selection of CCSPCA staff and volunteers is the responsibility of the Executive Director. 3. I will not provide direction or instructions to any CCSPCA staff or volunteer unless a Board or Committee direction requires such interaction., 4. I will work directly with the Executive Director or President on any matters that come to my attention relative to management, staff, and volunteers. 5. I understand that communications directly to and from staff or volunteers involving members of the Board which intentionally exclude the Executive Director are inappropriate and I will not allow them to occur. 6. Confidential matters from staff or volunteers sent to me will be forwarded to the Board President for review and appropriate disposition. Exception: In any instance in which a staff member or volunteer wishes to complain about discrimination, harassment, or any other illegal or improper conduct, and that person is unable to communicate with the Executive Director, or is uncomfortable doing so, I will direct that person to communicate with either the Board President or the Board Presidents designated Director for such matters, at that persons discretion. 7. I recognize that the Executive Director requires the professional and operational support needed to further the goals of the CCSPCA and every
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Board Members obligation to support the Executive Directors efforts to achieve those goals. 8. I will address personal concerns and differences of opinion regarding the management of the SPCA directly and privately with the Board President and/or the Executive Director prior to bringing these concerns and differences of opinion to the attention of the full Board of Directors. I) Evaluate the Executive Directors Performance 1. I will work to understand the responsibilities of the Executive Director and I will assist in providing collective feedback on the performance of the Executive Director. I will present any personal concerns regarding the Executive Directors performance to the Board President and/or Operations Committee. 2. I will work to establish goals and performance standards for the Executive Director and set timelines for accomplishments of these goals. 3. I recognize that the Board shall evaluate the performance of the Executive Director and the achievement of the goals and performance standards for the Executive Director. J) Provide Encouragement to the Staff and Volunteers 1. I will treat all staff members and volunteers respectfully, and encourage them in the diligent pursuit of their duties. K) Support External and Internal Communications Policies 1. I will be an advocate for the CCSPCA in our community by supporting it publicly and helping others to understand the important contribution it makes to our community. 2. I understand that all external CCSPCA communications will be handled by the Executive Director and/or Board President, and that I will not make any public comment or speak for the CCSPCA regarding any CCSPCA matters without approval of the President or Executive Director. 3. I will communicate with outside parties in a professional and courteous manner when asked to do so.
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4. As the purpose of the Board is to govern, I agree that I will be judicious in matters that I bring to the attention of entire Board. L) Maintain an Open Mind and Objectivity 1. I will participate with an open mind and an objective perspective in the consideration of all issues before the Board. 2. I understand that the Board recognizes and encourages live and diverse debate over any and all topics. 3. I further understand that as a part of my fiduciary responsibility to the Board that, once a decision is made by the full Board, I will do my best to fully and actively support that decision. 4. I will not express an opinion differing from that of the Board to donors, the administration, staff, volunteers, or the media.

I have read and understand the Director Responsibilities and Code of Conduct of the CCSPCA and agree to abide by its terms.

Signed

Date

(Print Name)

January 2014