How to use this policy
(1) Copy this template in its entirety and edit as necessary to align with your organizational context. (2) Remove the supplemental guidance text in blue boxes and replace the yellow highlighted text with the actual details of your organization.
Note: The content in the matrices below are best viewed on a desktop.
Introduction
This Code of Conduct outlines the ethical and professional standards expected of all board members of [Insert organization name]. It is designed to guide members in making decisions that align with the organization's mission and values. Adhering to this Code ensures that board members act in a manner that upholds the integrity of the organization and maintains public trust.
Scope and Application
This Code applies to all members of the board, including officers, committee members, and advisory members. This is applicable in all situations related to board member duties, including meetings, events, and decisions.
Core Values
This section encapsulates the fundamental principles guiding all board members of [Insert organization name]
Integrity. Acting with honesty and fairness in all board activities.
Respect. Treating all individuals with dignity and understanding.
Transparency. Ensuring openness and clarity in board actions and decisions.
Accountability. Taking responsibility for one's actions and decisions as a board member.
[Insert core values above. Note that the above are GPT generated core values. Describe your own organization's core values.]
Responsibilities and Standards of Conduct
Duty to the Organization. Board members must act in the best interest of [Organization Name], prioritizing its goals and objectives.
Knowledge of Governing Documents. Members must be familiar with the organization’s Bylaws , policies, and strategic plan, and adhere to these guidelines.
Conflict of Interest . Members must disclose any conflicts of interest and abstain from decisions where such conflicts exist.
Confidentiality. Maintaining confidentiality of all sensitive information acquired as a board member.
Attendance and Participation. Members are expected to attend and actively participate in board meetings and functions regularly.
Decision-Making. Decisions should be made collaboratively, based on facts and the best interest of the organization.
Respect for Roles. Respecting the boundaries between board governance and management/staff operations.
[Insert Responsibilities & Standards of Conduct. Note that the above are GPT generated but are also present in many code of ethics documents. Describe other responsibilities and standards of your own organization's board members.]
Prohibited Behaviors
Engaging in Discriminatory Practices
Discrimination includes any bias or unfair treatment based on ancestry, age, color, disability, genetic information, gender expression, gender identity, marital status, medical condition, military or veteran status, national origin, race, religion, reproductive health decision making, sex/gender, sexual orientation or other protected characteristics.
Board members must ensure equal treatment and opportunity in all board activities, decisions, and interactions. This includes recruitment, selection of vendors, and interactions with staff and fellow board members.
Any discriminatory behavior should be reported by board members immediately. The organization is committed to investigating all claims and taking appropriate action.
Misusing Authority for Personal Gain
Board members must not use their position, organization resources, or access to information for personal benefit or to favor friends, family, or associates. This includes leveraging insider knowledge for financial gain or exerting influence to benefit personal interests.
Misuse of authority will be met with strict disciplinary actions, including potential dismissal from the board.
Breaching Confidentiality
Board members must not disclose non-public information related to the organization's operations, staff, donors, finances, and strategic plans. Board members are required to keep this information confidential and not disclose it to any third party without proper authorization. Disclosure is permissible when legally mandated or with the organization’s explicit consent.
Engaging in Any Form of Harassment
Board members have a zero-tolerance policy towards harassment, whether verbal, physical, or psychological including any unwelcome conduct that creates an intimidating, hostile, or offensive environment.
Board members experiencing or witnessing harassment are required to report it immediately.
Board members are committed to investigating and addressing all reports of harassment.
Sexual Misconduct
Board members must uphold the prohibition of all forms of sexual misconduct and are strictly prohibited from engaging in such behaviors, including harassment, assault, or any other form of unwanted sexual behavior.
Board members experiencing or witnessing incidents of sexual misconduct must report them immediately. All members must also uphold confidentiality and support for anyone who reports sexual misconduct.
Board members must ensure that all reports will be thoroughly investigated, and appropriate action, up to and including termination, will be taken.
Compliance and Reporting
Board members should report any suspected violations of this Code to the designated officer in the organization and to the other board members.
Board members should protect whistleblowers from any retaliation.
Handling of Gifts and Hospitality
Board members should not accept gifts or hospitality that could compromise their decision-making or create the appearance of impropriety.
Conflicts of Interest
A conflict of interest arises when a board member's personal, professional, financial, or other interests could potentially interfere with their ability to make impartial decisions on behalf of [Insert organization name].
Board members must disclose any romantic relationships with fellow board members or employees. Board members must also disclose romantic relationships with external stakeholders that might influence their judgment or decision-making in board matters.
Board members must continuously assess their activities and affiliations for potential conflicts of interest.
All conflicts of interest, or potential conflicts, must be disclosed to the board as soon as they are recognized.
Board members are required to complete and submit a Conflict of Interest Declaration Form annually and update it as necessary.
Board members must consider all actual or perceived conflicts of interests and take appropriate conflict of interest mitigation measures, which may include but are not limited to recusing themselves from issues in relation to which they have a conflict of interest.
All disclosed conflicts of interest and the actions taken to address them should be documented in the board member meeting minutes.
Enforcement and Consequences
Violations of this Code may result in disciplinary action, including but not limited to censure, removal from committees, dismissal from the board and, in severe cases, legal action.
Review and Amendments
This Code will be reviewed annually and may be amended as necessary to address new ethical challenges and evolving standards.
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