Director Conduct. A Director shall discharge the Director’s duties in accordance with Minnesota Statue §308A.328.
Director Conduct. Directors shall exemplify integrity, honesty, and respect. A dedication and commitment to the vision of the [School] and the charter school movement shall be top priority for all directors. Any Director finding himself or herself involved in an irresolvable conflict shall put the vision and mission of the [School] first. When communication with other Directors, [School] Staff, school personnel, community members, or other stakeholders, Directors are expected to: Encourage a diversity of opinions and solutions; Respect and listen to ideas being presented by another Director; Encourage each other to fulfill their responsibilities to the fullest of their potential; When discussing issues, refrain from personalizing and/or directing an issue toward a fellow Director, [School] staff member, parent, or anyone else; Use discernment in interpersonal relationships and communications; When receiving criticism from parents or other parties about Institute personnel or other directors, refer the speaker to the individual directly involved unless escalation is deemed necessary by the Board Chair or [School] Executive Director; Refrain from speaking negatively about [School] personnel or other directors to the school community, or parties outside the school community; Resolved conflict directly with those with whom it exists and not share the conflict with anyone outside of the conflict, including, but not limited to, parents, other school personnel, or the media.
Director Conduct. For the avoidance of doubt, without limiting any obligations of the Shareholders or any of their respective Affiliates (other than Sisitsky), Parent acknowledges that in no event shall any action taken by Sisitsky, in his capacity as a director of Parent, to the extent consistent with the performance of his duties as a member of the Board of Parent constitute a breach of this Agreement.”
(f) The Shareholders Agreement is hereby amended to add the following as a new Section 3.5: “
Director Conduct. In order to xxxxxx a cooperative environment and to further the corporation's mission and charitable purpose, directors shall observe the following code of ethical conduct during their term of office: respected;
i. The dignity, style, values, and opinions of each director shall be
ii. Directors shall endeavor to be responsive and attentive in communications with other directors and third parties;
iii. Meeting the needs of the corporation should be the primary purpose of each director;
iv. Directors should focus on issues, not personalities. The presentation of the opinions of others should be encouraged. Cliques and voting blocks based on personalities rather than issues should be avoided;
v. Different points of view are healthy in the decision-making process and are encouraged;
vi. Once the Board has voted on an issue, individual directors shall not take any actions that would create barriers or otherwise impede the corporation's ability to implement the Board's decision;
vii. The smooth working of the corporation is a team effort. All directors should work together in a collaborative process to assist each other in conducting the corporation's affairs. The Board functions as a whole, and individual directors have no authority to speak on behalf of the Board or the corporation, or to bind the corporation through their individual actions or statements; and,
viii. Directors shall at all times conduct themselves with courtesy to each other and to third parties present at Board meetings.
