Officers and directors of not-for-profit corporations have fiduciary obligations to the organization and its members under not-for-profit and general corporate law. These may be defined as a duty of care and a duty of loyalty.

The duty of loyalty requires the avoidance of advancing personal interests in ways that injure or take advantage of the organization. Strict standards of honesty and good faith are expected so that actions are taken in the best interests of the organization. The duty of care requires The Institute officers and directors to apply reasonable skill and judgment in managing the organization's affairs, to exercise reasonable business judgment, and to pay attention to the activities and finances of the organization.

The Institute's members also expect the same duties of care and loyalty from those representing the organization in many other capacities, not just officers and directors. They expect those representing the organization, be it staff, officers or directors, committee or council members, or others, to put individual interests aside when they are representing or acting in the name of our organization.

The Institute expects and requires that those provided the opportunity to manage, lead and represent the organization in any capacity will adhere to these basic obligations of loyalty and care, and not advance their own personal advantage ahead of the organization and its members.

Any member who believes another member or employee is not fulfilling the intent of this statement should address their concerns to the Chair of the Board or President and CEO for confidential review.