From 03300f84d81e874b41627cd446666a75cbf0956c Mon Sep 17 00:00:00 2001 From: shedquartersbot Date: Sat, 15 Aug 2026 13:34:26 -0400 Subject: [PATCH] docs(board): add board member expectations agreement --- board/board-member-expectations.md | 157 +++++++++++++++++++++++++++++ 1 file changed, 157 insertions(+) create mode 100644 board/board-member-expectations.md diff --git a/board/board-member-expectations.md b/board/board-member-expectations.md new file mode 100644 index 0000000..1c9b68f --- /dev/null +++ b/board/board-member-expectations.md @@ -0,0 +1,157 @@ +# RevolutionVA Board Member Expectations + +**Status:** Draft for review by Kevin Griffin, Linda Nichols, and legal counsel +**Applies to:** Every serving director of RevolutionVA +**Acknowledgment:** Required upon appointment and annually thereafter + +## Purpose + +RevolutionVA's directors are fiduciaries, working volunteers, and public stewards of the organization. This agreement describes the practical expectations of board service. It supplements the Articles of Incorporation, Bylaws, and formally adopted policies; those governing documents control if a conflict exists. + +## 1. Mission and community commitment + +As a RevolutionVA director, I will: + +- Support RevolutionVA's mission to unite developers and technologists across the 757 through conferences, educational events, and community programs. +- Put RevolutionVA's charitable interests ahead of personal, professional, or organizational interests when acting as a director. +- Maintain a meaningful connection to the 757 through residence, employment, community service, or sustained involvement. +- Help RevolutionVA serve the breadth of the 757 and welcome people across cities, technical disciplines, career stages, industries, identities, and lived experiences. +- Uphold RevolutionVA's nondiscrimination commitment and organization-wide Code of Conduct. + +## 2. Fiduciary duties + +I understand and will fulfill: + +- **Duty of care:** prepare for decisions, ask appropriate questions, exercise reasonable judgment, and rely responsibly on qualified information and advisers. +- **Duty of loyalty:** act for RevolutionVA's benefit, disclose conflicts, protect confidential information, and avoid improper personal benefit. +- **Duty of obedience:** follow RevolutionVA's mission, governing documents, adopted policies, lawful board decisions, and applicable law. + +## 3. Meetings, preparation, and responsiveness + +I will: + +- Attend at least 75% of board meetings each year, allowing reasonable exceptions for illness, emergencies, and other excused absences. +- Make a good-faith effort to attend the minimum quarterly meetings and any annual organizational meeting. +- Review agendas and supporting materials before each meeting. +- Arrive prepared to discuss and vote on the matters presented. +- Respond to ordinary board communications within three business days when practical. +- Respond more quickly to communications clearly identified as urgent when reasonably able. +- Submit requested agenda items before the agenda is finalized. +- Notify board leadership as early as practical when I cannot attend or meet an agreed responsibility. + +## 4. Active participation + +I will: + +- Actively support at least one RevolutionVA program, event, or board committee each year. +- Follow through on assignments or promptly communicate when circumstances require reassignment. +- Help develop sponsor and fundraising relationships when appropriate. +- Understand that I am not required to make a personal donation or satisfy a fixed fundraising quota. +- Support responsible succession by transferring documents, contacts, credentials, and operational knowledge when roles change. + +## 5. Volunteer service and expenses + +I understand that: + +- RevolutionVA's board is 100% volunteer. +- Directors are not compensated for board service. +- Reasonable expenses incurred for RevolutionVA may be reimbursed only when documented and pre-approved under the applicable budget and financial controls. +- Board service does not create employment or contractual compensation rights. + +## 6. Conflicts of interest + +I will: + +- Complete a conflict-of-interest disclosure upon appointment and annually thereafter. +- Promptly update that disclosure whenever relevant circumstances change. +- Disclose any actual or potential financial, family, professional, or organizational conflict before participating in the affected matter. +- Provide factual information when requested, then leave the deliberation when appropriate and abstain from voting. +- Avoid attempting to influence a decision after recusal. +- Comply with the related-party transaction process and accept the determination of disinterested directors. + +I understand that disclosure is a governance safeguard, not an accusation of wrongdoing. + +## 7. Confidentiality and records + +I will: + +- Protect legal, personnel, donor-private, whistleblower, executive-session, security, and other restricted information. +- Use confidential information only for authorized RevolutionVA purposes. +- Store and share records through organization-approved systems and access controls. +- Preserve records covered by the document-retention policy or a legal hold. +- Not delete, conceal, backdate, or improperly alter corporate records. +- Return or transfer RevolutionVA records and property when my role changes or ends. +- Continue to honor applicable confidentiality and record-preservation duties after leaving the board. + +## 8. Public representation and communications + +I understand that: + +- I may not speak publicly on RevolutionVA's behalf unless authorized. +- I remain free to express personal views when I make clear that they are not official RevolutionVA positions. +- The President may publish routine operational communications. +- Official statements involving policy positions, crises, legal matters, or significant controversy require board approval, subject to the approved emergency holding-statement procedure. +- Confidential board discussions must not be disclosed through personal, professional, or social channels. + +## 9. Code of Conduct and respectful governance + +I will: + +- Follow the organization-wide Code of Conduct in board work, programs, events, and online spaces. +- Treat fellow directors, volunteers, speakers, attendees, sponsors, partners, and community members with respect. +- Encourage candid disagreement about ideas without personal hostility, retaliation, harassment, or discrimination. +- Report safety concerns, misconduct, policy violations, and suspected legal or ethical violations through the appropriate process. +- Cooperate honestly with authorized reviews or investigations. +- Refrain from retaliation against anyone who makes a good-faith report or participates in a review. + +## 10. Security and system access + +I will: + +- Use multifactor authentication and organization-controlled accounts, recovery methods, and 1Password vaults where provided. +- Not share credentials outside approved systems or retain unauthorized copies. +- Use privileged access only for assigned responsibilities. +- Promptly report suspected compromise, loss, unauthorized access, or accidental disclosure. +- Cooperate with immediate access review when responsibilities change and same-day removal when service ends. + +I understand that not every director receives access to banking, QuickBooks Online, DocuSign administration, repository write access, social administration, or other privileged systems. Access is based on role and legitimate need. + +## 11. Orientation and continuing acknowledgment + +I will: + +- Complete formal director orientation before my first voting meeting when practical and no later than 30 days after appointment. +- Review material changes to the Bylaws, policies, financial controls, or board expectations. +- Renew this acknowledgment, the confidentiality and fiduciary-duty acknowledgment, and the conflict disclosure annually. +- Ask questions whenever an obligation, authority, conflict, or procedure is unclear. + +## 12. Resignation, removal, and transition + +I will: + +- Provide at least 30 days' written notice before resigning when practical, while retaining the right to resign immediately when necessary. +- Cooperate with the onboarding, transition, and offboarding processes. +- Stop representing myself as authorized to speak, spend, contract, administer systems, or act for RevolutionVA when that authority ends. + +I understand that repeated failure to meet documented expectations may be addressed through conversation, reassignment, non-reappointment, officer removal, or director-removal procedures established in the Bylaws and applicable policies. This expectations agreement does not itself alter the voting or due-process protections in those documents. + +## Annual acknowledgment + +By signing below, I confirm that: + +- I have received and reviewed this agreement. +- I understand the practical expectations of RevolutionVA board service. +- I have received access to the governing documents and policies applicable to my role. +- I have had an opportunity to ask questions. +- I agree to carry out these expectations in good faith. +- I understand that this agreement does not replace the Articles of Incorporation, Bylaws, or formally adopted policies. + +**Director name:** __________________________________________ + +**Signature:** ______________________________________________ + +**Date:** ___________________________________________________ + +**Acknowledgment year:** ___________________________________ + +**Board or Secretary receipt confirmed by:** _________________