The Richmond Ballet
The Richmond SPCA
Board of Directors
Affirmation of Duties and
Disclosure of Conflicts of Interest
The Richmond SPCA is a Virginia non-stock, non-profit corporation organized under Internal Revenue Code §501(c)(3). Directors of The Richmond SPCA are Directors of the corporation and under Virginia law are bound by the general duty to act in accordance with good faith judgment of the best interests of the corporation. Directors have well established legal duties to the corporation.
Duty of Confidentiality
One of these duties is the duty of every Director to hold all matters pertaining to The Richmond SPCA in the strictest confidence except as specifically authorized for disclosure by The Richmond SPCA. This is called the “Duty of Confidentiality”.
Duty of Loyalty
Another important legal duty that every Director owes to The Richmond SPCA is the Duty of Loyalty. In simple terms, this means putting The Richmond SPCA first and ahead of all potential or actual conflicts that any Director may have personally or with respect to his or her business or other dealings with The Richmond SPCA. For example, if a Director has a financial interest in a vendor to The Richmond SPCA (examples could include a Director having a financial interest in or being employed by a bank, law firm, medical firm, supply company, accounting firm, other provider of goods or services to The Richmond SPCA), then that Director has a duty to disclose such relationship to the Board of Directors and request approval of any actual or potential conflicts of interest. Where disclosed, and if appropriate, the Board of Directors could approve such potential or actual conflicts of interest. As a part of the Duty of Loyalty, the Director also has a Duty of Fair Dealing between his or her company and The Richmond SPCA. Accordingly, transactions between a Director or his or her company and The Richmond SPCA must be fair.
Disclosure of Conflicts to Board
The first step is disclosure and every Director is being asked to disclose any financial transaction (i) that the Director has with The Richmond SPCA; and (ii) that the Director has with any organization that has a business or other relationship with The Richmond SPCA. A brief description of the transaction and Director involvement will suffice. Disclosure is not required for non-business related transactions such as ticket purchases, charitable gifts and the like. Disclosures should be forwarded to the President in writing. This is a routine matter of corporate governance.
The Duty of Loyalty also carries with it the implied duty that every Director will work hard for the success of The Richmond SPCA. This includes being a good ambassador for The Richmond SPCA, not disclosing confidential information or speaking negatively about The Richmond SPCA, and advocating the interests and projects of The Richmond SPCA. Any criticisms or comments about The Richmond SPCA should not be disclosed in public, but should be directed to the Chief Executive Officer or the President.
In addition to the legal duties of every Director, Section 8 of the Bylaws of The Richmond SPCA set forth the responsibilities each member of the Board of Directors:
Section 8. Responsibilities. Each member of the Board shall have the following responsibilities:
1.To vote on the ratification of the nomination of the Executive Committee and the Officers by slate by the Nominating Committee and on such other matters as may be brought to the Board by the Executive Committee,
2.To actively serve on Committees of the Board as requested by the President,
3.To provide support for the interests of the Corporation in the community and to act as an unqualified advocate for the Corporation,
4.To actively recruit new volunteers, adopters and contributors,
5.To attend meetings of the Board regularly,
6. To participate in the Corporation's annual fundraising efforts, and
7.To make an appropriate cash contribution to The Richmond SPCA annually by, at a minimum being a member of the Glasgow Society.
Supporting the Mission
In addition to the duties required of a Director by law and by our Bylaws, all Directors are expected to support the Mission of The Richmond SPCA which provides:
The Mission of the Richmond SPCA is to practice and promote
the principle that every life is precious.
Accordingly, I hereby agree to the foregoing and affirm my Duties of Confidentiality and Loyalty to The Richmond SPCA. I agree to disclose any actual or potential conflicts of interest that I or my company may have with regard to The Richmond SPCA. I agree to carry out the duties of a Director as set forth in our Bylaws. I will support the Mission of The Richmond SPCA.