Studio Friction Board Member Code of Conduct
We, as Studio Friction Board Members, dedicate ourselves to carrying out the vision of this organization, as a place to incubate the future of the art of kinbaku play at the intersection of rope and aerial art and create community, while consciously creating a culture of inclusion and openness. We will strive to do the following:
Prohibition Against Private Inurement and Procedures for Managing Conflicts of Interest
No member of the Board of Directors shall derive any personal profit or gain, directly or indirectly, by reason of his or her service as a Board member with Studio Friction. Members of the board shall conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as members of the Board. Nevertheless, conflicts may arise from time to time.
a) It is every Board member’s obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. Consequently, in the event that any Board member receives compensation from Studio Friction, such compensation would be determined by and approved by the full Board in advance.
b) Any conflicts of interest, including, but not limited to financial interests, on the part of any Board Member, shall be disclosed to the Board when the matter that reflects a conflict of interest becomes a matter of Board action, and through an annual procedure for all Board members to disclose conflicts of interest.
c) When there is a decision to be made or an action to be approved that will result in a conflict between the best interests of Studio Friction and the Board member’s personal interests, the Board member has a duty to immediately disclose the conflict of interest so that the rest of the Board’s decision making will be informed about the conflict.
d) Any Board Member having a conflict of interest shall not vote or use his or her personal influence to address the matter, and he or she shall not be counted in determining the quorum for the meeting.
e) All conflicts disclosed to the Board will be made a matter of record in the minutes of the meeting in which the disclosure was made, which shall also note that the Board member with a conflict abstained from the vote [and was not present for any discussion, as applicable] and was not included in the count for the quorum for that meeting.
f) Any new Board member will be advised of this policy during board orientation and all Board members will be reminded of the Board Member Code of Conduct and of the procedures for disclosure of conflicts and for managing conflicts on a regular basis, at least once a year.
g) This policy shall also apply to any Board member’s immediate family or any person acting on their behalf.