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Library Board Ethics Guidelines
Proposed

The American Philatelic Research Library relies on deliberate, thoughtful and disinterested decision making by members of its Board of Trustees.  Members of the Board are expected to exercise the utmost good faith in all transactions touching upon their duties to the APRL, its members and its property.  Each Trustee is in a fiduciary position with the members of the APRL and owes the membership a duty of loyalty in exercising his or her functions as a Trustee.    

By accepting office as Trustee, each acknowledges that with regard to any APRL activity the best interests of the APRL and its members must prevail over the Trustee’s individual interests. 

In their dealings with and on behalf of the Board, the Trustees shall be held to a strict rule of honest and fair dealings between themselves and the APRL and its members.  No Trustee shall use his or her position as such, or knowledge gained therefrom for personal profit in such a way that a conflict of interest might arise between the interests of the APRL and those of the individual Trustee.  Similarly, no Trustee shall participate in any Board decision which may, directly or indirectly, result in personal financial gain to that director.

In order to implement these principles, the Board adopts the following guidelines to govern the relationship between the individual Trustees and the APRL.

Employment with the Society

No Trustee may be an employee of the APRL or the American Philatelic Society (APS).  No employee of the American Philatelic Society or the APRL may be a member of the Board of Trustees.

A relative of an APRL or APS employee may serve on the Board, provided any such relationship, by blood or by marriage, is disclosed to the membership.  This disclosure must occur in a timely manner at the time of the Trustee’s candidacy for the Board or when a change in relationship occurs which would require disclosure.

Contracts with the APRL

No Trustee or his or her spouse or minor child or any corporation, partnership, association or other organization in which a Trustee, a Trustee’s spouse or minor child has a beneficial interest, shall enter into any contract with the APS or the APRL for personal financial gain, unless approved by a majority vote of the Board of Trustees after full disclosure to the members of the potential conflict of interest.

It is the duty of the Trustee involved in such a potential conflict to immediately inform the Board of Trustees and the APS Executive Director, serving as Administrator of the APRL, of the existence of a prohibited relationship if such a contract should come under consideration by the APRL.

Services Provided by the APRL and APS

Any Board member serving on the APEX Committee of Experts or as an examiner for the Sales Division of APS at the time of his or her election to the Board may continue to serve in that capacity.  Any Board member who is asked to perform these functions after election to the Board may do so subject to the approval of the Board.  Board members will be compensated for these services at the same rate as others performing the same services.

Publications

Members of the Board may write articles for The American Philatelist, the Philatelic Literature Review, or other APS or Library publications, for which they will receive compensation at standard  rates, except  that  no Board  member will  be compensated  for regular columns in any APS/APRL publication reporting on APRL activities or written as a result of the member’s official duties on the Board. Acceptance of a manuscript from a Board member for publication will be subject to the same approval process as manuscripts from any other source.

The APS may publish a book or pamphlet written by a member of the Board, provided that the editor believes that it has sufficient merit and the Executive Director believes that the publication meets the APS’s financial criteria that it will make money.  Any publication contract with a Board member is subject to approval by the Board of Trustees.  The Board may delegate this responsibility to the Finance Committee, provided that if such Trustee/author is a member of the Finance Committee, he may not participate in its deliberations respecting his work or vote on the acceptance of the same.

From time to time the APS may accept a book on consignment from a Trustee for sale at the headquarters building.  This may be done when, in the opinion of the Executive Director, it is in the APS’s financial interest to do so or when it would promote the hobby or philatelic research. In such cases, there will be no advance payment for the publication.

Assistance to APRL Members

Members of the APS/APRL occasionally approach a Board member for advice about the disposition of a philatelic collection or other related materials.  If the director is recognized by the APS as a dealer and is listed in the Handbook of Services as such, no further disclosure is required, since it is assumed that the member knows of this commercial relationship and understands that a dealer may give advice which will result in his or her financial benefit.

However, members should reasonably be able to assume that advice received from a Trustee who is not known to be a dealer will be completely disinterested under the terms of that Trustee’s fiduciary duty of loyalty to each member.  In such cases the Trustee is expected to give the member his or her best advice.  If the Trustee refers the member to a dealer by whom the Trustee is employed, even on an occasional basis, the member must be informed in a timely fashion that a business relationship exists between the member and the dealer. In any case where the Trustee may receive a finder’s fee or otherwise benefit from the transaction, the Trustee shall so inform the member.  Should compensation occur unexpectedly after the fact, the Trustee must inform the member promptly.

Reimbursement of Expenses

No member of the Board shall receive compensation for his or her services as a Board member.

Members of the Board may receive reimbursement for actual expenses for attending Board meetings and for other official travel on APRL business when the reimbursement has been specifically approved in advance by the Executive Director. Reimbursement shall be within limits established by the APS/APRL’s approved travel policy.

In the exercise of their responsibilities, individual Trustees may travel to stamp shows or represent the APRL at philatelic events.  As a general rule, Trustees will receive no compensation for such activities.  Exceptions will be when a Trustee has been specifically asked by the President or Executive Director to represent the APRL or when the Board has approved in advance the reimbursement of specific expenses.

Other documentable expenses, such as telephone and copying charges, may be reimbursed when directly related to APRL business.  For most Trustees these charges are small and the Trustee is encouraged to donate the expenses to the APRL.  Where reimbursement is appropriate, the bills must be submitted with supporting documentation to the Executive Director for approval.

Board Responsibilities

Any violation or apparent violation of these guidelines, should be reported to the President and/or the Executive Director.  If, in their opinion, there is reason to believe that a violation of these guidelines may have occurred, they will recommend to the Board steps to correct the situation.  The Board of Trustees may take action to implement its decision in accordance with the by-laws.

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