Board Policies: Code of Conduct

Board members must maintain the highest standards of confidentiality regarding information obtained directly or indirectly through their involvement with the organization.

The board commits itself and its members to ethical and businesslike conduct. This includes proper use of authority and appropriate decorum when acting as board members. By outlining those standards into a Code of Conduct, all board members can be asked to sign a statement as to being aware and agreement to follow in all areas.

ELEMENTS OF A CODE OF CONDUCT

While various topics could be included, the most common areas are:

• Confidentiality
• Conflict of Interest
• Use of Authority
• Representing the Organization
• Treatment of fellow Board Members and Staff

CONFIDENTIALITY

Board members must maintain the highest standards of confidentiality regarding information obtained directly or indirectly through their involvement with the organization. This includes information about volunteers, board members, funders, donors, member organizations, partners, employees, contractors and job applicants. Board members must avoid inadvertent disclosure of confidential information through casual or public discussion, which may be overheard or misinterpreted.

CONFLICT OF INTEREST

Addressing conflict of interest in Code of Conduct, although often addressed in a separate Conflict of Interest policy, will help ensure board members act in the best interest of the organization and avoid situations where their personal interests or relationships interfere with acting in good faith on behalf of the organization. Board members may not engage in activities that are in conflict with the interests of the organization, that may negatively impact the reputation of the organization, or that interfere with employees’ performance of the job.

USE OF AUTHORITY

This ensure the board members conduct the organization’s business in accordance with applicable legislation, and comply with the policies and by-laws of the organization, as they relate to their position. Board members should recognize the authority they have and not overstep into the authority the Executive Director has with staff, or with external partnerships.

REPRESENTING THE ORGANIZATION

Outside of the boardroom, the board of directors should always be speaking with one voice. It is considered misconduct to speak out against the organization, fellow board members or staff to those outside the organization. Any differences of opinion should be settled through discussion and voting by the entire board – majority rules.

TREATMENT OF OTHER BOARD MEMBERS AND STAFF

This area is governed by a few separate policies. Board members are expected to comply with the Saskatchewan Human Rights Code and not to discriminate by reason of race, religious belief, colour, gender, mental or physical disability, marital status, ancestry, age, place of origin, family status, source of income or sexual orientation.

As well, harassment, interpreted as unwelcome conduct, comment, gesture, contact, or intimidating and offensive behavior likely to cause offence or humiliation, is not to be tolerated. Most organizations will also include steps in a disciplinary procedure.

OTHER AREAS TO CONSIDER

Other areas boards may want to include in a Code of Conduct may be:

• Regular attendance at board meetings
• Use of organization’s material and property
• Drug and alcohol abuse