Board Member Agreement and Code of Conduct

Hawaii Patients Union, llc, A Hawai‘i Nonprofit Corporation
MEMBER AGREEMENT AND CODE OF CONDUCT

As a member I will be responsible to the organization in the following ways:
- I understand that as a board member of the Hawaii Patients Union, llc I have a legal and ethical responsibility to ensure that the organization does the best work possible in pursuit of its goals. I believe in the purpose, vision and mission of the Hawaii Patients Union, llc, and I will act responsibly and prudently as a member and steward of the organization.
- I will participate in the organization. I will listen to other member’s needs and continue my efforts to help patients as I find helpful to the organization and meaningful to myself.
- I will promote the purpose, vision and mission and speak out for patients and members on their behalf and hold the organization accountable to its purpose, vision and mission.
- I will attend and participate in the annual membership meeting and vote on agenda items. I will make concerted effort to attend public monthly member meetings
- I will stay informed about what's going on in the organization. I will ask questions and request information. I will participate in and take responsibility for making decisions on issues, policies, and other matters at annual meetings. I will not stay silent if I have questions or concerns. I will work in good faith with staff and other members as partners toward the achievement of our vision and mission. I will not attempt to undermine or subvert the organization’s efforts to fulfill its stated purpose, vision and mission.
- I understand that from time to time I may have differences of opinion or ideas with other members. During such times I will stay focused on the needs of patients. I will use the vision and mission of the Hawaii Patients Union, llc as a guide for my efforts related to my participation.
- I will interpret the organization's vision and mission to the community, represent the organization, and act as a spokesperson for the Hawaii Patients Union, llc except where a financial interest in my personal or private business dealings are involved. I will disclose to the members of such intention.
- If I don't fulfill these commitments to the organization, I will expect another member to call me and discuss any issues helpful to my participation.
- I will not disclose information identified as “confidential” in emails or meetings that are not readily available from another source outside of the organization.
- Each year I may make a tax-deductible personal financial contribution at a level that is meaningful to me but it is NOT a requirement for my participation. All contributions will be made public by default. I understand any financial contribution may be submitted in confidence, anonymously yet the date and amount of the contribution must be entered into public organizational documents for tax and transparency reasons. I understand that I may be encouraged to participate on committees and fundraising activities yet these are NOT requirements.
Code of Conduct
1. Prohibition Against Private Inurement and Procedures for Managing Conflicts of Interest
- No member shall derive any personal profit or gain, directly or indirectly, by reason of his or her service as a member with the Hawaii Patients Union, llc. Members shall conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as members. Nevertheless, conflicts may arise from time to time.
- 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 Hawaii Patients Union, llc and the member’s personal interests, the member has a duty to immediately disclose the conflict of interest so that the rest of the general member’s decision making will be informed about the conflict.
- It is every member’s obligation, in accordance with this policy, to ensure that decisions made by the member reflect independent thinking. Consequently, in the event that any member receives compensation from Hawaii Patients Union, llc such compensation will be determined by and approved by the board members in advance.
- Any conflicts of interest, including, but not limited to financial interests, on the part of any member, shall be disclosed to the board members when the matter that reflects a conflict of interest becomes a matter of general member’s action, and through an annual procedure for all members to disclose conflicts of interest.
- Any 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.
- All conflicts disclosed to the board members 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 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.
- Any new member will be advised of this policy and all members will be reminded of the 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.
- This policy shall also apply to any member’s immediate family or any person acting on his or her behalf.
1. Prohibition Against Sexual Harassment
- The Hawaii Patients Union, llc strives to maintain a workplace that is free from discrimination and harassment. While all forms of harassment are prohibited, it is the responsibility of every member of the organization to emphasize that discrimination and harassment is specifically prohibited and grounds for immediate removal of office and duties or membership. Complaints alleging misconduct on the part of a member or members will be investigated promptly and as confidentially as possible. If any allegations of discrimination or harassment are found to be factual, a special meeting will be held as soon as possible to take action within the rights of the organization. Additionally, members of the organization may be compelled to report and or testify in legal proceedings.
1. Duty of Care
- Board members must serve the organization in a similar manner than any other reasonable person of legal age would behave and they have to do it in a way that is not reckless.
1. Duty of Loyalty
- Each board member, and wholly as a board of directors and officers has a responsibility of loyalty to the nonprofit. Hawaii Patient Union board members demonstrate this commitment by not personally gaining from the access or information they obtain.
1. Confidentiality
- Members are reminded that confidential financial, personnel and other matters concerning the organization, donors, staff or clients/consumers may be included in member materials or discussed from time to time. Members should not disclose such confidential information to anyone. Patient Health Information and Records must be held in strict confidence and within HIPAA guidelines.
1. Active Participation
- Members are expected to exercise the duties and responsibilities of their positions with integrity, collegiality, and care.
- Making attendance at all meetings a high priority.
- Being prepared to discuss the issues and business on the agenda, and having read all background material relevant to the topics at hand.
- Cooperating with and respecting the opinions of fellow members, and leaving personal prejudices out of all member meeting discussions, as well as supporting actions of the members even when the member personally did not support the action taken.
- Putting the interests of the organization above personal interests.
- Representing the organization in a positive and supportive manner at all times and in all places.
- Showing respect and courteous conduct in all member meetings.
- Refraining from intruding on issues that are the responsibility of the board members, except to monitor the results and ensure that procedures are consistent with organization policy.
- Observing established lines of communication and directing requests for information or assistance to the executive director.
In turn, the organization will be responsible to me in the following ways:
- Annual financial reports and other important documents related to the organization will be posted on the public website without a special request. Key financial records will be viewable to the public who entrusts us with our purpose, vision and mission. Updates of organizational activities will also be posted online so I can stay informed throughout the year in preparation for annual meetings.
- Opportunities will be offered to me to discuss with board members the organization's purpose, vision, mission, committees, programs and activities; additionally, I can request such opportunities. The organization will help me expand my reach into our patient and non-patient communities when opportunities for professional development are available.
- At no cost to the organization, I will receive special access, tickets or attendance to community and special events held by the Hawaii Patients Union, llc and it’s event partners whenever possible.
- Officers of the Board will respond in a straightforward fashion to questions that I feel are necessary to carry out my responsibilities to this organization including the disclosure of possible conflicts of interest. Conflict of Interest Disclosure forms (online and printed) are held in confidence by Officers of the Board. Questions and information submitted to the Officers will be held in confidence and not shared outside of the Officership.
- Directors and staff will work in good faith with me toward achievement of our mutual goals of the organization.
- If the organization does not fulfill its commitments to me, I can call on the Chair to discuss the organization's responsibilities with me. I have reviewed the important documents and dates.
Recognizing the important responsibility I am undertaking in serving as a member of the Hawaii Patients Union, llc, I hereby pledge to carry out in a trustworthy and diligent manner the duties and obligations associated with my role as a member and abide by this Code of Conduct. I understand that failure to abide by this agreement may result in my removal as a board member, pursuant to the requirements and processes provided in the organization’s governing documents. Please indicate your understanding and agreement to this Board Member Agreement and Code of Conduct by completing the information in the space provided below. The information you enter will be used for official purposes only.
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