Role expectations

The role of a Non-Executive Director (NED) at Intersect (as a not-for-profit, member-based organization incorporated in Wyoming) includes the following key responsibilities and expectations:

1. Governance and Oversight

• Strategy Development: Provide strategic guidance, ensuring that the organization’s goals and activities align with its mission and vision.

• Performance Oversight: Monitor the performance of the executive team, offering oversight on key initiatives, finances, and risk management.

• Legal and Regulatory Compliance: Ensure that the organization adheres to its legal obligations under Wyoming law, including compliance with nonprofit statutes, tax regulations, and reporting requirements.

2. Fiduciary Duties

• Duty of Care: Act with reasonable care and diligence, staying informed about the organization’s activities and contributing to well-founded decisions.

• Duty of Loyalty: Act in the best interest of the organization, avoid conflicts of interest, and disclose any potential conflicts.

• Duty of Obedience: Ensure that the organization follows its bylaws, mission, and applicable laws and regulations.

3. Financial Oversight

• Budget Approval and Monitoring: Oversee financial performance, approve budgets, and ensure that the organization operates within its financial means.

• Risk Management: Ensure that appropriate financial controls, risk management processes, and insurance coverage are in place.

4. Support to the Executive Team

• Mentorship and Guidance: Provide mentorship and strategic advice to the executive team without engaging in day-to-day management.

• Succession Planning: Contribute to the planning and development of leadership succession, particularly for key executive roles.

5. Stakeholder Engagement

• Member Representation: Ensure that the interests of the members are represented in decision-making and that communication between the board and members is open and transparent.

• Public and Community Relations: Support the organization’s efforts in maintaining good relationships with its external stakeholders, including donors, partners, and the public.

6. Risk and Accountability

• Personal Liability: While Wyoming law provides some protection, you may be held personally liable for breaches of fiduciary duty or if found negligent in fulfilling your duties. Ensure indemnification and Directors and Officers (D&O) insurance is in place to mitigate personal risk.

Key Expectations:

• Independence: Maintain independence in judgment and contribute unbiased opinions during board deliberations.

• Engagement: Be actively involved in board meetings, strategic planning, and critical decision-making without interfering in the executive team's operational work.

• Integrity: Uphold the ethical standards and mission of the organization in all board-related activities.

In summary, a NED in a Wyoming-incorporated not-for-profit is expected to provide governance, oversight, and strategic direction while ensuring compliance and ethical conduct, with an emphasis on supporting the executive team without becoming involved in day-to-day management.