CAGEN
Conduct/Limitations of the Board of
Directors:
The Board of Directors shall establish policies and procedures specifying Board limitations and conduct, including, but not limited to, the following:
- Compensation for Services. Unless authorized by applicable law, voting
Board Directors, including Officers, shall not receive any compensation,
or other tangible or financial benefit for service on the Board of Directors.
However, the Board of Directors may authorize payment by the ACNB of actual,
reasonable expenses incurred by Directors regarding attendance at Board meetings
and other approved activities.
- Compensation from ACNB Activities. Unless authorized by applicable law,
voting Board Directors, including Officers, shall not receive any compensation,
or other tangible or financial benefit from any element or activity of, or
related to, the ACNB, except as reimbursement for actual, reasonable expenses
directly associated with such corporate element or activity, when authorized
by the Board of Directors.
- Corporation and Director Independence/Loyalty. Board Directors, including Officers, shall act in an independent manner consistent with their obligations to ACNB and applicable law, regardless of any other affiliations, membership, or positions.