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68 Institutional Governance and the Trustees of Anatolia College
25. under all applicable laws, including Massachusetts law, the act of Incorporation
and the By-laws, us and Massachusetts tax laws and regulations, and Greek
legal and tax requirements.
26. In the Board setting, fiduciaries are directors. In non-profit institutions (as
with for-profit organizations) they have two basic legal obligations: the “duty of
care” and the “duty of loyalty.”
“The ‘Duty of Care’ requires directors to exercise the care, diligence and skill
that an ordinary, prudent person would exhibit under similar circumstances. For
directors, this means, at the least, understanding, questioning, and following up
on substantive matters...
The ‘Duty of Loyalty’ requires pursuit of the organization’s best interest, avoidance
of self-dealing and conflicts of interests, as well as disclosure of potential
conflicts and obtaining prior Board approval of any transactions or situations
that might be considered self-dealing or a conflict.” Governance for non Profit
organizations (“GnPo”)
http://www.governanceprofessionals.org/society/Governance_for_non
profits_Board_legal_obligation.asp?snId=2.
as with “Caesar’s wife,” even the appearance of conflict is inappropriate. It
clouds good governance and alienates support for an institution. that Greece
labors under a clientelist/godfather culture should not discourage and deter compliance.
for anatolia, the observance of conflicts rules is a proven comparative
advantage. (on financial conflicts of interest, see note 29 infra.)
In Greece, the civil law imposes additional general obligations, not to mention
the provisions of the criminal code. uneven enforcement of the laws is another
matter.
27. Its full name is “Anatolia Policy on Duties and Responsibilities of the
Trustees of Anatolia College.” this Policy was approved by the Board in 2009 to
formalize the standards expected of all trustees in their obligations to the Institution.
It was prepared by the subcommittee on trustees, chaired by chip elfner
for that purpose, and subsequently incorporated in the recommendations.
28. on best practices on trustee duties and board effectiveness, see fisher howe
“Welcome to the Board: Your Guide to Effective Participation” (Jossey - Bass,
Wiley, 1995), which is part of the “Trustee Bible.” also see chait, richard P.,