Who is this for?
This content is designed for participants in Anti Entropy's SparkWell fiscal sponsorship program. While some context will be specific to SparkWell and may need more context, we've made these resources public because they may, nevertheless, be useful to others who may be founding or building an organization.
This content is designed for board members of Anti Entropy. It establishes standards of conduct and ethical expectations for board service.
1. Purpose and Scope
1.1. This Code of Conduct establishes behavioral and ethical standards for all members of the Anti Entropy Board of Directors.
1.2. Board members have a fiduciary duty to act in the best interests of Anti Entropy and to uphold the highest standards of integrity, transparency, and professionalism in all interactions with staff, fellow board members, stakeholders, and the communities we serve.
1.3. This Code of Conduct supplements board members' duties under applicable law, Anti Entropy's Bylaws, and other organizational policies, including the Conflicts of Interest Policy and Anti-Harassment & Bullying Policy.
1.4. Compliance with this Code of Conduct is a condition of continued board service. This Code may be amended by the Board at any time.
2. Commitment to Refrain from Sexual Misconduct
2.1. Board members commit to refrain from all forms of sexual misconduct as defined in Anti Entropy's Anti-Harassment & Bullying Policy.
2.2. This commitment applies to interactions with Anti Entropy employees, contractors, volunteers, other board members, SparkWell Project Leads and their teams, donors, partners, vendors, and all other stakeholders.
2.3. Board members are subject to Anti Entropy's Anti-Harassment & Bullying Policy and associated complaint procedures.
2.4. Sexual misconduct by a board member may result in removal from the board following investigation and board vote, as outlined in Section 5 of this Code.
3. Disclosure of Romantic and Sexual Relationships
3.1. Relationships Requiring Disclosure
3.1.1. Board members must disclose to the rest of the Board any romantic or sexual relationship (current or, if still creating a conflict of interest, former) with:
- Any employee of Anti Entropy
- Any contractor engaged by Anti Entropy
- Any other board member
- External stakeholders, if the relationship would lead to an actual or perceived conflict of interest of an ongoing or regular nature
3.1.2. External stakeholders requiring disclosure include SparkWell Project applicants or Leads, donors, vendors, service providers, partners, or anyone who would benefit from board decisions.
3.1.3. Limited exception: For relationship-related conflicts that would only be relevant for a small number of specific, discrete decisions, board members may recuse themselves from those decisions without disclosing the romantic or sexual relationship, provided the recusal is documented and fully addresses the conflict.
3.2. Disclosure Process
3.2.1. Disclosures follow the procedures outlined in Anti Entropy's Conflicts of Interest Policy, Section 7 (Procedures).
3.2.2. Disclosures should be made to the full Board (excluding the other party if a board member) at the earliest possible time.
3.2.3. The Board Secretary will document all disclosures in board minutes.
4. Conflict of Interest Mitigation
4.1. When a board member discloses a romantic or sexual relationship that could give rise to conflicts of interest, the Board must take appropriate conflict of interest mitigation measures.
4.2. The assessment and mitigation process follows Anti Entropy's Conflicts of Interest Policy, Section 7 (Procedures).
4.3. Mitigation measures may include recusal from specific votes or discussions, removal from committees, enhanced documentation requirements, or other measures appropriate to the circumstances.
4.4. Relationships with employees or contractors are particularly serious and typically require the board member to have no involvement in employment decisions affecting that individual, including compensation, evaluation, or termination decisions.
4.5. Mitigation measures will be documented in board minutes and reviewed periodically to ensure they remain effective.
5. Violations and Enforcement
5.1. Reporting Violations
5.1.1. Suspected violations should be reported to the Board President or, if the violation involves the Board President, to another board member.
5.1.2. Staff may report concerns through Anti Entropy's Anti-Harassment & Bullying Policy complaint procedures or Whistleblowing Policy.
5.2. Investigation and Consequences
5.2.1. The Board (excluding the accused member) will determine the investigation process and may commission an external investigation for serious violations.
5.2.2. The accused board member will be informed of allegations and given opportunity to respond.
5.2.3. If a violation is substantiated, consequences may include formal warning, removal from specific responsibilities, required training, request for resignation, or removal from the Board following procedures in Anti Entropy's Bylaws.
5.2.4. Decisions regarding violations will be made by majority vote of the unconflicted board members.
6. Questions and Guidance
6.1. Board members with questions about this Code should contact the Board President or another board member for questions involving the Board President.
6.2. Board members are encouraged to seek guidance proactively when uncertain about their obligations under this Code.
7. Policy Review
7.1. This Code of Conduct will be reviewed by the Board and updated as needed.
7.2. Amendments require a majority vote of the Board.