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Board Code of Conduct

affiché le 20 sep 2019
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By Maria Lahiffe

Do you enjoy your board meetings? Do you feel respected and heard?

Behaviour at board meetings certainly varies from person to person, and from board to board. Most of us use common sense to guide our actions. We treat people with civility and respect, and expect the same of them.

Effective board functioning rests on behaviours such as board members focus on issues, not people; avoid being judgemental; and make sure everyone has equal opportunity to speak. Some boards find that effectiveness is best served by having a formal code of conduct. Here are some things you may want to consider adding to your board’s code of conduct.

Board members shall: [1]

  1. Discharge duties loyally, faithfully, impartially, and according to the applicable legislation as well as the organization’s bylaws and policies.
  2. Participate in an orientation session, review the Board Manual, and understand board roles and responsibilities.
  3. Attend and actively participate in all board meetings by
    • Reading the agenda in advance
    • Arriving on time
    • Listening carefully
    • Asking for clarification on any matters or materials not understood before making a decision
    • Offering constructive criticism, and
    • Remembering that everyone is equal and needs time to participate.
  4. Use due diligence in making decisions. Read our previous post about due diligence.
  5. Respect boundaries regarding operational decisions and responsibilities.
  6. Participate in planning and training opportunities
  7. Serve as an ambassador for the organization
  8. Respect confidentiality of information which the board deems confidential, as well as board proceedings themselves.
  9. Only speak on behalf of the board when specifically authorized to do so.
  10. Make personal opinions clear when expressing disagreement with a decision of the board.
  11. Avoid actual and perceived conflicts of interest
  12. Always maintain conduct which builds and supports the integrity and good reputation of your organization.

What is in your board code of conduct? What would you add to the above list?

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Related blog posts:

[1] J. B. Pealow and S. L. Humphrey, Best Practices and Tools for Not-for-Profit Boards, Canada: Canadian Society of Association Executives, 2013.
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