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President-Elect in consultation with the Executive Director. The Louisiana State Bar
Association shall pay expenses for the orientation in accordance with its budget.

C. Conflict of Interest
The Duty of Loyalty requires members of the Board of Governors to exercise their
powers in the interest of the organization, and not in their own interest or in the interest
of another entity or person. Any duality on the part of any member of the Board shall
be disclosed to the Board, and made a matter of record through an annual procedure,
and also in the event such interest should become a matter for Board action.

Any Board member having a conflict of interest as determined by the Board shall not
vote or use his/her personal influence on the matter and he/she shall not be counted in
determining the quorum for the issue in question. The minutes of the meeting shall
reflect: that a disclosure was made; the abstention from voting if applicable; and the
quorum situation.
No Board member shall maintain any business, enterprise or other activity that directly
conflicts with the interests of the Association.

Each Board member shall annually sign a statement of this policy.

Amended November 4, 2005

D. Executive Director Performance Evaluation
1. The Board shall employ the Executive Director of the Association and shall
establish his/her annual compensation.
2. The Board, through its Executive Committee, shall annually conduct an
evaluation of the Executive Director. The evaluation shall be in accordance with
procedures set forth below:
a. Performance Objectives. At the beginning of each fiscal year, but not
later than the August/September Board meeting, the Executive
Committee shall meet with the Executive Director and set performance
objective for that fiscal year. The performance objectives will be
presented to the Board of Governors for review and final approval.
b. Role of Executive Committee. The Executive Committee shall be
responsible for the actual conduct of the evaluation, including but not
limited to, drafting the appropriate forms, forwarding same to members
of the Board, and the tabulation and reporting of information contained
in the completed forms.
c. Confidentiality. To ensure the privacy of Board members, the
evaluation process shall be conducted in a confidential manner, unless
a Board member gives express written permission to attribute his or her
comments.
d. Materials. The Executive Committee shall furnish each Board member
with the final performance objectives for the evaluation year, together
with the Executive Director’s commentary on the outcome of each
objective.

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