CODE OF CONDUCT FOR BOARD MEMBERS
1. Definition
‘Member’ in this Code primarily means a member of the board of directors of the Corporation, but also, depending on the context, non-Board members of committees created by the Board. The code only applies to members when acting in that capacity.
2. Interpretation
Questions about the interpretation of the Code, or concerns about the conduct of a Member, should be referred initially to the President or the Secretary.
3. Core principles
Members adhere to the Mission Statement and Core Values adopted by the Board as the guiding principles of the Corporation. In addition, the Members act in accordance with the following principles:
a. Selflessness
Members act in the best interests of the Corporation and do not improperly seek or accept any financial or other advantages for themselves or people closely connected with them, or people with whom they have a business or a close personal connection.
b. Integrity
Members do not place themselves in a situation where their integrity or independence could justifiably be called into question.
c. Accountability
Members are accountable for their conduct and can justify their conduct if requested by the Board to do so.
d. Honesty
Members are honest and disclose their relevant financial and other interests in accordance with the Guidelines on Declarations of Interest set out in the Appendix to this Code.
e. Leadership
Members promote the principles of this Code and lead by example.
f. Equality and diversity
Members comply with good practice on equality and diversity issues and promote compliance by others.
g. Respect
Members should follow the principles of mutual respect and good faith in all their dealings, understanding that others may have an equally strong view that differs from their own. Members treat colleagues with respect and do not engage in any behaviour towards other Members or the public which might reasonably be interpreted as discriminatory, bullying, or harassment.
4. Application of the Principles
a. Collegiality
Members recognize that decisions with which they disagree may be made by a majority of the Board. Members may dissent, but do not seek to frustrate the implementation of decisions properly reached.
b. Roles of Members and volunteers
Members recognize that officers and volunteers are part of a line management structure responsible to the Board for the implementation of corporate decisions, and not to individual Members. Members do not place officers or volunteers in any position where this principle might be compromised.
c. Confidentiality
Members do not communicate or facilitate the communication of information given to them in confidence as Members or which otherwise comes into their possession in circumstances where the need for confidentiality is expressly stated or it is apparent that the nature or content of the information should be kept confidential. For the avoidance of doubt, it is permissible for that information to be given to another Member (unless that Member has a conflict of interest that would prevent him or her from having access to the information). The deliberations and decisions of the Board and Committee business are confidential, and are to be respected, even if a Member disagrees with those deliberations and decisions.
d. Standards of debate
Members uphold high standards of courtesy and respect in all Board and Corporation meetings.
e. Financial matters
Members deal responsibly and prudently with financial matters considered as part of Board business, particularly proposals for expenditure. Members do not enter into any financial commitments on behalf of the Corporation without specific authorization of the Board.
f. Gifts and hospitality
Members do not offer or accept gifts or hospitality where this may cause their integrity or independence to be questioned. Gifts and hospitality offered or received by a Member must be defensible and proportionate, and a value in excess of $100 is to be reported to the Secretary or President within 14 days.
g. Electioneering
Members do not improperly use the Corporation or Board meetings as an arena for partisan or electioneering statements in their own cause.
h. Attendance at meetings
Members commit themselves to attend Board and other Corporation meetings unless prevented by compelling personal or professional reasons and seek leave of absence from Board meetings only when absolutely necessary.
i. Speaking for the Corporation
Members do not represent themselves as speaking officially for the Corporation when this is not the case and avoid being placed in a position where they might be misrepresented as speaking for the Corporation. Members follow the Guidelines for Use of Social Media set out in the Appendix to this Code.
APPENDIX TO THE CODE -
CONFLICTS OF INTEREST AND DECLARATIONS OF INTEREST
1. General points
a. Members declare all relevant interests at the time the matter concerned arises, whether or not those interests have been included in the register of Members’ interests (see below). In case of doubt, an interest is always declared.
b. If a Member has an interest which could lead him or her to be influenced, or to be reasonably seen to be influenced, by the possibility of significant personal gain or loss of a financial or non-financial nature, the interest will be deemed to be prejudicial and the Member will not speak or vote on that matter and may also withdraw from the meeting.
c. If a Member has an interest in a matter where no significant personal gain or loss could arise but has a personal connection or previous involvement in an issue, it will be a matter for the Member’s discretion (having declared the interest) whether to take part in the proceedings, based on whether he or she feels he or she can bring an open mind to the question.
d. A Member who has identified a potential area of conflict of interest will consult the President (or in his or her absence, the Secretary).
2. Register of Interests
The following interests (which are not an exhaustive list) are declared in the register:
- Posts held in the course of employment or practice of a profession, including partnerships and directorships.
- Any contract for goods, services, or works between the Corporation and the Member or any firm or organization in which the Member is a partner, director, or employee.
- Any office held in a public or professional body (other than the Corporation) which may have an impact on the Corporation.
- Membership in a body (including a political party) whose principal purposes include influencing public opinion or policy in areas relevant to the Corporation’s work.
- Any significant financial interest relevant to the Corporation’s work.
- The interests of a relative or related-party of the Member, where –
(a) the Member is aware of the interest; and
(b) a fair-minded observer might reasonably perceive a conflict of interest.
Registration of an interest does not obviate the need to declare the interest in debate when the need arises.
APPENDIX TO THE CODE -
GUIDELINES FOR USE OF SOCIAL MEDIA
These guidelines refer to the use of social media and set out the expectations for the conduct of Members in relation to the use of social media in their capacity as representatives of the Corporation using any type of internet-enabled device.
Definition of social media
For the purposes of this policy, social media is a type of interactive online media that allows parties to communicate instantly with each other or to share data in a public forum. This includes online social forums such as Twitter, Facebook, and LinkedIn. Social media also covers blogs and video- and image sharing websites such as YouTube and Flickr, discussion boards, email groups, and instant messaging.
As there are many more examples of social media than can be listed here and this is a constantly changing area, Members are encouraged to follow these guidelines in relation to any social media that they use. The absence or lack of explicit reference to specific social media does not limit the application of this policy.
Guidelines for use of social media
The Corporation encourages Members to make reasonable and appropriate use of social media as part of their involvement with the Corporation. It is an important part of how we communicate with our members, staff, and any other member of the public and promote our services and share information.
Members are aware at all times that, while contributing to the Corporation’s social media activities, they are representing the Corporation and adhere to the following guidelines.
Members use the same safeguards as they would with any other form of communication about the Corporation in the public sphere. These safeguards include:
- ensuring that the communication has a purpose and a benefit for the Corporation;
- obtaining advice from the President before embarking on a public campaign using social media; and
- getting the content checked and proofread before it is published.
Any communications that Members make in a professional capacity through social media do not:
- bring the Corporation into disrepute, for example by:
- criticizing or arguing with Members, volunteers, colleagues, or any other member of the Corporation or the public;
- making defamatory comments about individuals or other organizations or groups; or
- posting images that are inappropriate or links to inappropriate content.
- breach confidentiality, for example by:
- revealing sensitive business information or information owned by the Corporation;
- giving away confidential information about an individual (such as a colleague, volunteer, Member, or any other party involved with the Corporation) or organization (such as a rival club); or
- discussing the Corporation’s internal workings or its future business plans that have not been communicated to the public.
- breach copyright, for example by:
- using someone else's images or written content without permission;
- failing to give acknowledgment where permission has been given to reproduce something.
- do anything that could be considered discriminatory against, or bullying or harassment of, any individual, for example by:
- making offensive or derogatory comments relating to sex, gender reassignment, race (including nationality), disability, sexual orientation, religion or belief or age;
- using social media to bully another individual (such as a colleague, employee of the Corporation, volunteer, Member, or any other party involved in dealings with the Corporation); or
- posting images that are discriminatory or offensive or link to such content.
Disciplinary action over social media use
All Members will adhere to this policy. Any breaches of this policy may lead to disciplinary action under the Canada Not-for-profit Corporations Act and the Corporation’s By-laws.