Noolaham Foundation Governance Board/Directors’ Duties

Noolaham Foundation’s directors are legally and ethically responsible individually and collectively to execute the responsibilities of the Governance Board. Directors have fiduciary duty to act in the best interest of the organization, duty of care and duty of loyalty. Further the following conflict of interest duties apply.

Conflict of Interest
All directors have a duty to disclose a real, perceived or potential conflict of interest at the earliest possible time to the Governance Board and relevant stakeholders.

Cases of conflict of interest include:

• Noolaham Foundation directors are unpaid volunteers. A director should not be paid or financially compensated directly or indirectly. A paid staff person cannot become director for a minimum of two years after the end of her/his employment with the organization.
• A director shall not appropriate organizational resources such as information, funds, collections or staff resources for their personal projects or interests using his access/capacity as a director. Please note, this does not preclude her/him from using Noolaham Foundation services as a regular user.
• Directors have a duty to disclose and not be the sole Governance Board mentor for processes where they brought in a Sponsored Employee or external staff resources.
• A director shall not appropriate an opportunity that has been presented to the organization for her/his persona benefit and for another organization.