Mid Jersey Association of REALTORS® Board of Directors Agreement to Serve

These policies were approved by the Mid Jersey Board of Directors on 12-4-2023

Definition and Role of the Board of Directors

The Bylaws of Mid Jersey define the Board of Directors as the governing body of the Association. Essentially, it is Mid Jersey's most important committee. First and foremost, it is a policy-making body.  Policy decisions are those that affect the organization as a whole, to determine mission, vision, goals, and programs on the broadest scale. On the other hand, perational decisions affecting individual programs, services, or people (employees), the efficiency and quality of services, and day-to-day operations are the purview of the Chief Executive Officer.

The Board of Directors holds in trust the principal responsibility for fulfilling the Association's purpose and mission — as well as the legal accountability for its operations.  This does not mean that members of the Board of Directors should fear liability for every Association loss or mishap that may occur, since Mid Jersey Board members are protected from liability for errors of judgment — as long as they act reasonably and in good faith, and with the basic interests of the Association as the foremost objective.

Code of Conduct for the Board of Directors

The Board of Directors has adopted the following Code of Conduct, and Board members are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest as stated. Anyone who has concerns regarding compliance with the Code of Conduct should raise those concerns with the Executive Committee, who will determine what action shall be taken to deal with the concern. Should the Executive Committee determine that the member’s removal from the Board of Directors is necessary, the Executive Committee shall make that recommendation to the Board of Directors. In the unlikely event that a waiver of elements in these policies for a Board member would be in the best interest of Mid Jersey, it must be approved by the Executive Committee. All Board members will annually sign a confirmation that they have read and will comply with this Code.

Preamble

The Mid Jersey Association of Realtors® (“Mid Jersey” or the “Association”) is a not-for-profit, tax- exempt professional association formed to promote, develop, educate, and otherwise further the real estate industry. Mid Jersey principal membership class consists of individuals engaged in real estate brokerage, property management, and appraisal. The business and affairs of the Association are managed under the direction of the Mid Jersey Board of Directors (the Board”). The Board of Directors Code of Conduct (the “Code”) serves as a code of conduct for members of the Board in their capacity as Board members.

Violations of the Code may result in sanctions including removal from the Board of Directors. The Executive Committee will make the final decision regarding any sanctions, up to and including removal from one or more workgroups, other than in the event that the Executive Committee determines that the member’s removal from the Board of Directors is necessary, in which case the Executive Committee shall make that recommendation to the Board of Directors. The principles and requirements that comprise the Code are designed to ensure full compliance by Mid Jersey and its officers and directors, with the fiduciary duties imposed upon such individuals by state corporate law, the federal tax code’s prohibition

Board of Directors Code of Conduct

Members of the Board (including ex officio members of the Board) shall at all times abide by and conform to the following code of conduct in their capacity as Board members:

1. Each member of the Board of Directors will abide in all respects by the Mid Jersey Board of Directors Code of Conduct and all other rules and regulations of the Association (including but not limited to the Association’s Articles of Incorporation and Bylaws) and will ensure that their membership (or the membership of the entity for which they serve as officer, director, employee, or owner, as the case may be) in the Association remains in good standing at all times. Furthermore, each member of the Board of Directors will at all times obey all applicable federal, state, and local laws and regulations and will provide or cause to provide the full cooperation of the Association when requested to do so by those institutions and their persons set in authority as are required to uphold the law.

2. Members of the Board of Directors will conduct the business affairs of the ssociation in good faith and with honesty, integrity, due diligence, and reasonable competence.

3. Except as the Board of Directors may otherwise require or as otherwise required by law, no Board member shall share, copy, reproduce, transmit, divulge, or otherwise disclose any confidential information related to the affairs of the Association, and each member of the Board will uphold the strict confidentiality of all meetings and other deliberations and communications of the Board of Directors.

4. Members of the Board of Directors will exercise proper authority and good judgment in their dealings with Association staff, suppliers, and the general public and will respond to the needs of the Association’s members in a responsible, respectful and professional manner.

5. No member of the Board of Directors will use any information provided by the Association or acquired as a consequence of the Board member’s service to the Association in any manner other than in
furtherance of his or her Board duties.  Further, no member of the Board of Directors will misuse Association property or resources and will at all times keep the Association’s property secure and not allow any person not authorized by the Board of Directors to have or use such property.

6. Each member of the Board of Directors will use his or her best efforts to regularly participate in professional development activities and will perform his or her assigned duties in a professional and timely manner pursuant to the Board’s direction and oversight.

7. Upon termination of service, a retiring Board member will promptly return to the Association all documents, electronic and hard files, reference materials, and other property entrusted to the Board member for the purpose of fulfilling his or her job responsibilities. Such return will not abrogate the retiring Board member from his or her continuing obligations of confidentiality with respect to information acquired as a consequence of his or her tenure on the Board of Directors.

8. The Board of Directors dedicates itself to leading by example in serving the needs of the Association and its members, and in representing the interests and ideals of the real estate industry at large.

9. No member of the Board of Directors shall persuade or attempt to persuade any employee of the Association to leave the employ of the Association or to become employed by any person or entity other than the Association. Furthermore, no member of the Board of Directors shall persuade or attempt to persuade any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the Association to terminate, curtail, or not enter into its relationship to or with the Association, or to in any way reduce the monetary or other benefits to the Association of such relationship.

10. The Board of Directors must act at all times in the best interests of the Association and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, Board members will identify the conflict and, as required, remove themselves from all discussion and
voting on the matter. Specifically, members of the Board of Directors shall:

• Avoid placing (and avoid the appearance of placing) one's own self-interest or any third-party interest above that of the Association; while the receipt of incidental personal or third-party benefit may necessarily flow from certain Association activities, such benefit must be merely incidental to the primary benefit to the Association and its purposes;
• Not abuse their Board membership by improperly using their Board membership or the Association's staff, services, equipment, resources, or property for their personal or third-party gain or pleasure, and shall not represent to third parties that their authority as a Board member extends any further than that which it actually extends;
• Not engage in any outside business, professional or other activities that would directly or indirectly materially adversely affect the Association;
• Not engage in or facilitate any discriminatory or harassing behavior directed toward Association staff, members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to the Association;
• Not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to the Association without fully disclosing such items to the Board of Directors; and,
• Provide goods or services to the Association as a paid vendor to the Association only after full disclosure to, and advance approval by, the Board, and pursuant to any related procedures adopted by the Board.