Section 2.1 - Statement of Ethical Conduct
Ethical conduct of the Board of Governance Member is defined by the following:

A) Disclose to the Board any possible conflict of interest at the earliest practical time and shall sign a conflict of interest statement annually.

B) Devote time, thought, and study to their duties as CFOT Board members so that they may render effective and creditable service.

C) Accept the concept that each Board member is only one member of an educational team.

D) Recognize that the strength and effectiveness of the Board is as a Board, not as a group of individuals.

E) Ensure an atmosphere in which controversial issues can be presented fairly and in which the dignity of each individual is maintained.

F) Welcome and encourage the active involvement of parents, cadets, faculty, staff, alumni and the local community with respect to establishing policy on current College operation and proposed future developments and consider their views in decisions as Board members.

G) Participate in an annual evaluation process that reviews the work of the membership and the Board as a whole.

Ethical conduct charges involving a non-Salvation Army officer member of the Board require the Executive Committee (or its representatives) to investigate the charges, to interview the respective Board member accused, provide reasonable and fair due process and determine whether the charges are legitimate. If the charges are, in fact, upheld, then in concert with section 2.5 regarding removal, the Executive Committee would recommend such action in Executive Session to the full Board, and the Board member would be removed by a two-thirds vote of the Board membership. No provision herein limits the jurisdiction of The Salvation Army Officer Review Board for any matters affecting officer members.

Section 2.3 - Initial Membership:
At the initial meeting of the Board, charter members shall be assigned to one-year, two-year or three-year terms of membership.  At the conclusion of the initial term, membership shall be continued according to the provision of section 2.4.

Section 2.5 - Removal:
A) Members serve at the sole discretion of the Board and may be removed by a vote of two-thirds (2/3) of the membership.  

B) The Board may declare vacant the office of a Board member who:

• Has been declared of unsound mind by a final order of the court;
• Has been convicted of a felony;
• Has been found by a final order or judgment of any court to have breached any duty arising under Chapter 2, Article III of the nonprofit Public Benefit Corporation Law;
• Has failed to attend three consecutive Board meetings.

Section 2.7 - Vacancies:
Vacancies shall be filled upon nomination by the Nominating Committee and action of the Board as provided the Process for Recruitment and Appointment of New Members document.

Section 2.9 - Additional Meetings:
In order to conduct interim business, additional meetings of the Board shall be called by the Board Chair. The meeting invitation shall state the purpose of the proposed meeting and the business transacted at such a meeting shall be confined to the stated purpose only. Additional meetings may be held via telephonic conference call, internet-based video conference or in person provided that each member can hear the others participating in the conference.  Assuming a quorum exists, all motions will be carried by the needed percentage of just those members present.

Section 2.11 - Waiver of Notice:
A member, either before or after the regular or special meeting, may waive notice of any meeting of the Board and his or her written waiver shall be deemed equivalent to notice. Attendance at any meeting by a member shall constitute waiver of notice of the meeting unless such member objects, immediately after the Invocation and prior to the Notice and Quorum Report, that the special meeting was not properly called or convened. If determined that notice was not properly given, then a new regular or special meeting shall be called if so requested by the affected member.

Section 2.13 - Voting:
A) At all meetings of the Board, a majority of the number of members authorized in Article II §2.1 above shall constitute a quorum for the transaction of business, provided however, that either the Chairperson, or Vice Chairperson is present at such meeting.

B) The act of a majority of members present at any meeting having a quorum shall be the act of the Board. Board meetings without a quorum may discuss any issue placed on the agenda and may issue its recommendations to the full Board when it next meets. The lack of, or occurrence of, a quorum shall not hinder the Board's desire or ability to have open discussions and opinions from the participating members.

C) At any meeting of the Board each member present shall be entitled to one vote.

D) Common or interested members may be counted in determining the presence of a quorum at a meeting of the Board (or a committee thereof) which authorizes, approves, or ratifies any contract or transaction.

E) If a Board decision concerns a matter which is either inconsistent with The Salvation Army mission values, of an expedited or urgent matter, or materially breaches any Salvation Army policy or procedure, then any member is entitled to timely appeal that decision of the Board to the Board of Directors of the Western Territory of The Salvation Army in the United States which shall stay the appealed decision of the Board, subject to the following:

1. The appeal must be addressed in writing to the Chief Secretary and state in specific detail the subject, issue(s) and the respective positions of the appealing member;
2. The written appeal must be communicated by the fifth weekday after the immediately preceding Board meeting at which the appealed issue was voted upon, and must be delivered by first class mail, facsimile or electronic mail to all members of the Board and Executive Committee as required of notices for regular or special meetings provided herein.
3. By the tenth weekday after the immediately preceding Board meeting, the Chairperson shall address a response in writing to the Chief Secretary and state in specific detail the subject, issue(s) and the response of the Board to the appealing member’s written appeal;
4. Upon receipt of an action by the said Board of Directors, the Secretary of the Board shall record the communication from the Board of Directors in the minute books of the Board and provide copies of those minutes to the Board members, and the Board shall take such action thereafter as is consistent and in harmony with the decision of the Board of Directors on the appeal and any further guidance or direction given in relation thereto.

F) The Board of Directors of the Western Territory of The Salvation Army in the United States shall have ultimate authority to make a final decision on an appealed matter which decision shall be binding upon, and executed by, the Board.