Code of Conduct: Board Members

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Policy Statement

Purpose of the policy


Board Members need to demonstrate ethical and professional conduct to maintain the confidence of the membership and the public. This commitment includes proper use of authority and appropriate actions in group and individual behaviour when acting as Board Members.

Definitions of key concepts or terms used in the policy

1. When carrying out their duties as EBC Board members, every Board member is expected to be loyal to the interest of the membership over and above any:

  • Responsibility to advocacy or interest groups, and membership on other boards or staffs.
  • Personal interest of any Board Members acting as an individual consumer of this organization's services.

2.Board members are trustees of public confidence and securities. They must avoid any conflict of interest.

  • There must be no self-dealing or any conduct of private business or personal services between any Board Member and the Society. Exceptions can occur only when there is openness, competitive opportunity, and equal access to information.
  • Board Members must not use their positions to obtain employment within the Society for themselves or their family members.
  • If a Board Member wishes to be considered for employment, he or she must take immediately take a leave of absence from the board or resign until the position has been filled.

3. Board Members must not exert any individual authority over the Society except as stated in the Society’s bylaws and policies.

  • Individual Board Members do not have any authority to speak for the Society when they interact with staff, the public, the press and other entities unless granted this authority by the whole board. Refer to Official Spokesperson Policy.
  • Board Members must not make any evaluations of staff performance except if the performance is officially assessed against Society policies.

4. Board Members must interact (verbally, in writing, or in gesture) with outside entities or individuals, with clients and staff, and with each other using fair play, ethics, and straightforward, respectful communication.

5. Board members must preserve the confidentiality of in camera sessions, and of any non-public documents to which they have access.


Permissible Exceptions

Positions in the organization responsible for implementing and monitoring the policy

  • Breech of the code of conduect must follow the Code of Conduct Grievance policy.

Dates of Effect

Date Approved, Revisioned and Active

Approved February 27, 2013

Date Expired

Enter Date Information

Appendix 1: Roles of a Board

From Staff and Board Roles.

This information is for further clarification and context of board conduct.

Every organization needs to look carefully at its own needs and define the board’s role based on its own unique reality. Boards work in very different ways depending on the needs of an organization at a given time. That said, it is widely accepted that a board’s primary role is to provide oversight. This means focusing on the long-term health of the organization and maintaining a bird’s-eye view of its work and operations, leaving others to tend to the day-today responsibilities of program implementation and people coordination. A healthy oversight role typically involves the following tasks:

  • Nurturing a culture in which collaborative leadership, continual learning, and transparency are broadly and deeply practiced. The more democratic and engaging an organization is, the more sustainable it becomes because the knowledge and skills needed to run the organization successfully are shared among many (staff, volunteers, members), rather than being concentrated in a single person who might leave at any time.
  • Serving as an unwavering source of support for the staff, while at the same time helping them reflect, question, experiment, and surface underlying assumptions.
  • Reviewing quarterly statements and approving the annual budget.
  • Approving internal policies.
  • Revisiting the organization’s mission, vision, values and approach, in collaboration with staff, to ensure that they are still relevant and that the organization’s programming is in harmony with its mission.
  • Engaging in organization-wide evaluations, in collaboration with staff.
  • Engaging in strategic thinking and planning, in collaboration with staff.
  • Making sure that there is a strong process in place for making decisions about influencing public policy.

While maintaining a focus on their oversight role, it is quite normal for Boards to assist with some aspects of day-to-day operations. Here are a few common situations that tend to call for more Board involvement:

  • Efforts to increase member involvement (ex. planning and implementing an AGM)
  • When there are no (or few) staff members and organizational processes and procedures are in their infancy.
  • Fundraising efforts, especially during periods of intense financial vulnerability or growth (ex. capital campaign activities, fundraising events, donor relations).
  • Influencing public policy (particularly when it involves taking a public stance)
  • Nurturing community partnerships and visibility.
  • When individual board members have skills or knowledge that the staff do not have (ex. a lawyer on the board might become heavily involved in the purchase of a building).
  • When inter-personal conflicts cannot be resolved at the staff level.

And finally, although few and far between, there are some situations that call for the Board to make decisions at an operational level:

  • Overseeing the hiring, firing and evaluation of staff
  • Stepping in during periods of crisis and staff transition when all else fails (ex. empty ED position).

Appendix 2: Board Member Qualities

From Recruiting and Developing Effective Board Members for Not-for-Profit Organizations, p. 17-20.

1. An interest in the organization's mission and the people that the organization serves The underlying values that inspire and motivate committed prospective board members are:

  • Passion for a cause
  • Care and concern for the needs of individuals or groups
  • Desire to make the world a better place

These values are difficult to develop and nurture if the volunteer has no real commitment to your organization's mission. Prospective board members are not likely to sustain interest in your organization or to follow through on commitments unless they are interested in and connected to your cause.

2. A sense of integrity A sense of integrity means that the prospective board member:

  • Is willing to place the good of your clients or organization above his or her own self-interest
  • Acts as a steward or trustee for the values and resources that belong to your community
  • Performs his or her role according to high ethical standards

3. The skills to work effectively with others Working on a board requires prospective board members to be team players. Productive board discussion and decision-making are based on the prospective board members' ability to:

  • Respect each member's viewpoint
  • Respect the democratic process
  • Work effectively in a group
  • Bring a reasonable dose of self-confidence to their role
  • Share their viewpoint without bowing to peer pressure
  • Accept public scrutiny and criticism
  • Communicate with tact and diplomacy
  • Focus on building productive relationships

4. A willingness to learn and grow Prospective board members who have a positive attitude toward continued learning are critical for developing a dynamic board that is able to deal with change and development. Individuals who value lifelong learning will support appropriate board development activities.

5. A sense of a wider community Prospective board members who have a broader view of the community and the world are an asset to most organizations. Prospective board members who understand your organization's connections to various groups in the community are better able to be an advocate for your organization. Because board members have a wider circle of contacts, they are also more likely to be able to assist in resource development, planning, and board and membership recruitment.

6. An orientation to the future The role of a board is to:

  • Guide the organization into the future
  • Make sure that there are resources for future development

Prospective board members need to be interested in the growth and development of your organization.

7. Enthusiastic support for your organization Prospective board members must be:

  • Enthusiastic supporters of your organization
  • Ambassadors for your organization's mission and for the people that your organization supports

While prospective board members may not agree with every aspect of the operation, they should have a strong desire to support and develop the work of your organization in a positive way.

8. A commitment of time Prospective board members must be both willing and able to carry out their responsibilities. This requires them to commit a specific amount of time to board activities. Consider prospective board members' ability to:

  • Manage their own schedule
  • Handle the number of commitments they already carry
  • Be available at critical times in your organization's year
  • Be successful based on their past record with other organizations

Set clear expectations for time commitment, and inform prospective board members of this early in the recruitment process. Prospective board members can then judge more accurately their ability to serve your organization.

9. A willingness to use special skills The need for specialists on the board changes with the needs and staffIng of your organization. The special skills that each prospective board member brings to the board are worthwhile only if the individual is willing and able to use them.

10. A sphere of influence The board is a corporate body and must make decisions collectively. However, the formal and informal power that prospective board members have, or are perceived to have. will have an impact on your organization.

The ability of prospective board members to further the cause of, or to govern your organization may be linked to their sphere of influence whether it be geographical, within a sector, or among a specific age or socio-economic group. Consider the respect that prospective board members receive from their peer group or from the wider community, and whether they will use that influence to the advantage of your organization.

Some people are not willing to share all aspects of their influence with your group. However. they may be very willing to use their network to help your fundraising efforts, to organize a special event. or to lobby and/or advocate on your organization's behalf.