A Guide for the Development of Policies and Procedures

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 both in group and individual behaviour when acting in the capacity of board members.

1. Board members must be loyal to the interests of the membership over and above any:

loyalty to other 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 organization. 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 organization for themselves or their family members and friends.
If a board member is considered for employment, he or she must temporarily withdraw from deliberation, voting and access to applicable organization information.

3. Board members must not exert any individual authority over the organization except as stated in the organization’s policies.

Individual board members do not have any authority to speak for the organization when they interact with staff, volunteers, the public, the press or other entities unless granted this authority by the whole board.
Board members must not make any judgements of staff performance except if the performance is officially assessed against the organization’s policies.

4. Board members deal with outside entities or individuals, with clients and staff, and with each other using fair play, ethics and straightforward communication.

Review date:

Approved date:

(Reprinted from Board Development: Developing Job Descriptions for Board Members of Nonprofit Organizations, 1997, with the permission of the Muttart Foundation)