Clay Family Society, Inc.
Adopted by the Board of Directors on May 5, 2026
Last updated: May 5, 2026
1. Purpose and Authority
This Board Policy Manual supplements the Bylaws of the Clay Family Society, Inc. (“the Society”). It establishes standing policies governing board conduct, financial stewardship, ethical standards, and operational oversight.
In the event of a conflict, the Bylaws and applicable law shall prevail.This Manual sets expectations for Board oversight and decision-making and is not intended to assign technical, operational, or professional responsibilities to individual directors.
2. Fiduciary Duties of the Board
Directors owe the Society the duties of care, loyalty, and obedience.
Accordingly, directors shall:
- Act in good faith and in the best interests of the Society
- Exercise reasonable diligence and informed judgment
- Ensure the Society operates consistently with its educational mission
- Not use their position for personal benefit or to provide preferential treatment to individuals or organizations
3. Financial Oversight and Controls
The Board is responsible for financial oversight and shall:
• Approve an annual budget
• Receive and review regular financial reports
• Ensure that financial responsibilities are appropriately distributed so that no single individual has unchecked control over Society funds
• Ensure that financial systems are in place to support accurate recordkeeping and reporting
• Ensure that financial records are maintained by qualified individuals and that reports are provided to the Board for oversight and review
The Board does not perform accounting functions but relies on qualified officers, volunteers, or professionals for financial administration.
Operational financial procedures (including payment systems, reimbursement processes, and accounting tools) shall be defined outside of this Policy Manual.
4. Workgroups
The Board may establish standing or ad hoc cWorkgroups by resolution. Each Workgroup shall have:
• A defined charter
• A leader or co-leaders
• Reporting obligations to the Board
Workgroups serve at the pleasure of the Board and have no independent authority unless explicitly delegated.
5. Records and Information Governance
The Board shall oversee the Society’s records and information management practices to ensure that appropriate systems are in place to support reliable record keeping, privacy protection, and long-term access to Society information.
The Board shall ensure that:
• Reasonable systems are in place for creating, storing, and maintaining Society records
• Records are organized and retained in accordance with Society policy • Appropriate safeguards are in place to protect sensitive or restricted information, including personal and member data
• Records management practices support continuity, transparency, and historical preservation
Operational implementation of records systems, including technical configuration and day-to-day management, is delegated to officers or designated administrators.
Technical implementation details are delegated to officers or contractors.
6. Board Conduct and Expectations
Directors are expected to:
- Attend meetings regularly
- Prepare in advance
- Respect collective decisions once made
- Maintain confidentiality where appropriate
Persistent non-participation may be grounds for removal under the Bylaws.
8. Review and Amendment
This Policy Manual may be amended by majority vote of the Board and shall be reviewed periodically.