Board of Directors/Board of Trustees Code of Conduct

Members of the Board of Directors of the American Association of Clinical Endocrinologists and the Board of Trustees of the American Association of Clinical Endocrinology (collectively “AACE”) have the opportunity to make decisions that will impact members of the organization, professionals in the healthcare system, and influence the quality of patient care, worldwide.

In accepting the role of board member, each person accepts and agrees to abide by certain legal duties and an expectation of professionalism befitting the stature of the position. The following Code of Conduct outlines your duties as an AACE Board member and defines behaviors that will lead to effective governance of AACE.

The legally prescribed duties of a not-for-profit board member include:


The duty of care describes the level of competence that is expected of a board member and is most commonly expressed as the duty of “care that an ordinarily prudent person would exercise in a like position and under similar circumstances.” This means that a board member owes the duty to exercise reasonable care when making decisions as a steward of the organization.


The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain but must act in the best interests of the organization. 


The duty of obedience requires board members to be faithful to the organization’s mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public’s trust that the organization will manage donated funds to advance the organization’s mission. This duty also requires board members to ensure compliance with laws and regulations affecting AACE and to abide by the organization’s internal rules and regulations.

In addition to fulfilling legal requirements, an excellent board is made up of individuals whose behavior is characterized by integrity, collegiality, trust, courage, and care. This includes:

  • Attending meetings of the board.
  • Being prepared to discuss the issues and business on the agenda.
  • Reading all background material and committee reports.
  • Cooperating with fellow Board members in discussing matters before the board.
  • Approaching discussions with curiosity, considering dissenting perspectives, and having an open mind regarding the opinions and alternative viewpoints of other board members. 
  • Represent the best interests of AACE as a whole.
  • Requesting matters to be placed on the board agenda, through the president and Chief Executive Officer.
  • Directing matters from board to appropriate committees or executive staff.
  • Avoiding using the boardroom to promote personal agendas.
  • Supporting the decisions of the Board independent of one’s personal perspective of those decisions.
  • Representing the organization in a positive and supportive manner at all times and in all places.
  • Showing respect and courteous conduct in all board and committee meetings.
  • Respecting the boundaries between the roles of governance and management.
  • Directing questions regarding AACE staff and internal operations to the Chief Executive Officer

Recognizing the important responsibility, I am undertaking in serving as a member of the Board of Directors of the American Association of Clinical Endocrinologists and the Board of Trustees of the American Association of Clinical Endocrinology, I hereby pledge to carry out the duties and obligations associated with my role as a Board member and abide by this Code of Conduct.