AODW Foundation — Board Role Description (Board Member At-Large)
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The Art of Drinking Water Foundation

Board Role Description — Board Member (At-Large)

Applies to all volunteer, voting board members serving at large

Role: Board Member (At-Large) Category: Governance Voting Member

Role Purpose

Board Members (At-Large) serve as voting members of the Board of Directors and provide independent oversight, perspective, and support to advance the Foundation’s mission.

Governance Responsibilities

  • Act in the best interest of the Foundation and its mission
  • Participate in board meetings and key votes
  • Provide independent judgment and thoughtful input
  • Uphold fiduciary duties of care, loyalty, and obedience
  • Maintain confidentiality and ethical conduct

Voting Authority

Board Members (At-Large) are voting members of the Board. Voting authority is equal to that of officers, except where conflicts of interest require recusal.

Compensation

Board service is voluntary and unpaid. No stipends, wages, or benefits are provided for board duties.

Separate Paid Services (If Ever Needed)

Board Members may, from time to time, be engaged separately to provide professional or programmatic services outside of their board role. Any such services must be:
  • Clearly separate from board duties
  • Disclosed in advance
  • Approved by an independent vote of the Board
  • Documented in meeting minutes
Any paid services, if approved, will be documented under an appropriate arrangement (e.g., independent contractor or employee) consistent with law and the Foundation’s policies. A completed Form W-9 (or other appropriate tax documentation) may be required prior to payment, and the board member must recuse themselves from any discussion or vote related to such services or compensation.

Time Commitment

Board Members (At-Large) are expected to attend scheduled meetings and engage as reasonably available, recognizing that service is voluntary.

Term & Continuity

Terms, renewals, and transitions are determined by the Board in accordance with the bylaws and governance needs of the Foundation.

Acknowledgement

Board Role Description — Board Member (At-Large) • Effective: __________ • Version: 1.0