10.1
Code of Ethical Conduct for the Board of Directors – Sample 1
As a 501 (c) not-for-profit corporation domiciled in the State of New York, the Board of
Directors of THE CORPORATION is committed to maintaining the highest standard of
conduct in carrying out its fiduciary duties of care, obedience and loyalty in pursuit of its
charitable mission. As such, each and every member of the board shall adhere to the
following code of conduct:
Bylaws & Policies
 Be aware of and fully abide by the constitution, bylaws, rules and regulations of
THE CORPORATION and policies of the corporation, pursuant to the Not-forProfit Corporation Law (N-PCL) of the State of New York.
 Ensure compliance of the corporation with all laws, regulations and contractual
requirements
 Respect and fully support the duly made decisions of the board in accordance
with their fiduciary duties of obedience and loyalty
 Respect and follow the “chain of command” of the board and administration.
 Respect the work and recommendations of committees who are duly charged and
have convened and deliberated accordingly, pursuant to the N-PCL.
 Work diligently to ensure that the board fully assumes its role as a policy-making,
governing body
 View and act towards the Executive Director as the chief administrative officer
with the sole responsibility for the day-to-day management of the organization,
including personnel, and for implementation of board policies and directives
 Act in ways that do not interfere with the duties or authority of staff.
Informed Participation
 Attend most, if not all, meetings of the board and assigned committees.
 Keep well informed of all matters, including financial, that come before the board
and or assigned committees.
 Oppose, on the record, board actions with which one disagrees or is in serious
doubt.
 Appropriately challenge, within the structure and bylaws of the corporation, those
binding decisions that violate the legal, fiduciary or contractual obligations of the
corporation.
 Do not fully commit to others or self to vote a particular way on an issue before
participating in deliberation session in which the matter is to be discussed and
action duly taken.
Conflict of Interest, Representation & Confidentiality
 Represent the best interests of the corporation at all times and to declare any and
all duality of interests or conflicts of interests, material or otherwise, that may
impede or be perceived as impeding the capacity to deliberate or act in the good
faith, on behalf of the best interests of the corporation. This includes those
interests or conflicts that may pertain to another entity related to THE
CORPORATION.
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10.1
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Conform to the procedures for such disclosure and actions as stated in the bylaws
or otherwise established by the board, pursuant to N-PCL.
Will not seek or accept, on behalf of self or any other person, any financial
advantage or gain that may be offered because or as a result of the board
member’s affiliation with THE CORPORATION.
Publicly support and represent the duly made decisions of the board.
Speak positively of the organization to THE CORPORATION members, and all
current and potential stakeholders and constituencies.
Do not take any public position on any issue that is not in conformity with the
official position of the corporation.
Do not use or otherwise relate one’s affiliation with the board to independently
promote or endorse political candidates or parties for the purpose of election.
Maintain full confidentiality of information obtained as a result of board service
in accordance with board policy or direction.
Interpersonal
 Approach board position with enthusiasm and positivism.
 Speak clearly, listen carefully to and respect the opinions of fellow board
members and key staff.
 Promote collaboration and partnership among all members of the board
 Maintain open communication and an effective partnership with the Board’s
officer and committee leadership.
 Be “solution focused”, offering criticism only in a constructive manner.
 Do not filibuster or engage in activities during meetings that are intended to
impede or delay the progress and work of the board because of differences in
opinion or other personal reasons.
 Always work to develop and improve one’s knowledge and skills that enhances
one’s abilities as a board member.
 Constructively and appropriately bring to the attention of the board, officers,
committee chairs and/or appropriate staff any questions, personal views, opinions
and comments of significance on relevant matters of governance, policymaking
and our constituencies.
Certification
I, the undersigned, certify that I have read and understand the Code of Ethical
Conduct of the corporation. I agree that my actions will fully comply with the
statements and intent of the Code of Ethical Conduct. I affirm that neither I, nor any
member of my family or household, has had an interest or taken any action which
counters the conflict of interest’s policies of the organization or impedes my ability to
act as a fiduciary and in the best interests of the corporation, except potentially those
interests or actions as stated and fully disclosed below.
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(Board Member Signature)
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Date
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Disclosure of Conflicts of Interests...
Nature of Conflict(s)
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Board Member Name (print)______________________
Signature_____________________________
Date______________
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10.1
Code of Ethics for the Board of Directors
Sample 2
As a board member of THE CORPORATION, I am fully committed and dedicated to the
mission and have pledged to carry out this mission. I understand that my duties and
responsibilities include the following:
1. I am fiscally responsible, with other board members, for this organization. I will know
what our budget is and take an active part in reviewing, approving, and monitoring the
budget and fund-raising to meet it.
2. I know my legal responsibilities for this organization and those of my fellow board
members. I am responsible to know and oversee the implementation of policies and
programs.
3. I accept the by-laws and policy manual and understand that I am morally responsible
for the health and well being of this organization.
4. I will give what is for me a substantial financial donation. I may give this as a one-time
donation each year, or I may pledge to give a certain amount several times during the
year.
5. I will actively engage in fund-raising for this organization in whatever ways are best
suited for me. These may include individual cultivation or solicitation, calls/visits,
undertaking special events, writing mail appeals, and the like. I am making a good
faith agreement to do my best and to raise as much money as I can.
6. I will actively promote THE CORPORATION and encourage and support its staff.
7. I will attend board meetings, be available for phone consultation, and serve on at least
one standing committee. If I am not able to meet my obligations as a board member, I
will offer my resignation.
8. In signing this document, I understand that no quotas are being set, that no rigid
standards of measurement and achievement are being formed. Every board member is
making a statement of faith about every other board member. We trust each other to
carry out the above agreements to the best of our ability.
Signed _____________________________ Date __________________
Board Member
Signed ______________________________ Date __________________
Board Chair
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10.1
Board Member Code of Ethics
Sample 3
As a member of the board team, I will:
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Listen carefully to my board colleagues
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Respect the opinion of fellow board members
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Respect and support majority decisions of the board
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Recognize that all authority is vested in the full board only when it meets in
legal session
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Keep well informed about developments relevant to issues that may come
before the board
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Participate in board meetings and actions
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Bring to the attention of the board any issues I believe will have an adverse
effect on the nonprofit or those we serve
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Attempt to interpret the needs o those we serve to the nonprofit, and interpret
the actions of the nonprofit to those we serve
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Refer complaints to the proper level on the chain of command
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Recognize that my job is to ensure that the nonprofit is well-managed, not to
manage the nonprofit
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Represent all those whom this nonprofit serves, not just a particular geographic
area or interest group
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Consider myself a “trustee” of the nonprofit and do my best to ensure that it is
well maintained, financially secure, growing and always operating in the best
interests of those we serve
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Always work to learn how to do my job better
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Declare conflicts of interest between my personal life and my position on the
board, and abstain from voting or discussion when appropriate
As a member of the board, I will not:
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Criticize fellow board member or their opinions, in or out of the boardroom
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Use the nonprofit for my personal advantage or that of my friends or relatives
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Discuss the confidential proceedings of the board outside the boardroom
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Promise before a meeting how I will vote on any issue
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Interfere with the duties of the administrator or undermine the administrator’s
authority with staff members
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Board member’s signature
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Date
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10.1
CODE OF ETHICS FOR THE BOARD OF DIRECTORS
SAMPLE 4
Goal: To establish a set of principles and practices for the Board of Directors that will
set ethical perimeters and provide guidance and direction for board conduct and decisionmaking.
Code: Members of the Board of Directors are committed to observing and promoting the
highest standards of ethical conduct in the performance of their legal and moral
responsibilities. Board members pledge to accept this code as minimum guideline for
ethical conduct and shall:
Accountability
1. Faithfully abide by the Articles of Incorporation, by-laws and board approved
policies.
2. Exercise reasonable care, good faith and due diligence in all organizational affairs.
3. Fully disclose, at the earliest opportunity, information that may result in a perceived
or actual conflict of interest.
4. Fully disclose, at the earliest opportunity, information of fact that would have
significance in board decision-making.
5. Remain accountable for prudent fiscal management to the board, and nonprofit sector,
and where applicable, to government and funding bodies.
6. Maintain a professional level of courtesy, respect, and objectivity in all activities.
7. Strive to uphold the highest standards of conduct.
Personal Gain
8. Exercise the powers invested for the good of all members of the organization rather
than for his or her personal benefit, or that of the nonprofit they represent.
Equal Opportunity
9. Ensure the right of all consumers of services and constituencies to appropriate and
effective services without discrimination on the basis of geography, political,
religious, or socio-economical characteristics of the state or region represented.
10. Ensure the right of all consumers and constituencies to appropriate and effective
services without discrimination on the basis of the organization’s volunteer or staff
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10.1
make-up in respect to gender, sexual orientation, national origin, race, religion, age,
political affiliation or disability, in accordance with all applicable legal and regulatory
requirements.
Confidential Information
11. Respect the confidentiality of sensitive information known due to board services.
Collaboration and Cooperation
12. Respect the diversity of opinions as expressed or acted upon by the board, committees
and membership, and formally register dissent as appropriate.
13. Promote collaboration, cooperation and partnership among association members.
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