A conflict of interest policy is standard for most nonprofits, but a code of conduct and ethics lets you go beyond just financial conflicts and look at all aspects of being a board member. This could also be called a board agreement. It lays out basic guidelines for group norms, before you need them. Just like any group where you bring together a group of people who don’t know each other, they need to specify how they are going to work together.
This can be basic commonsense topics that you really don’t think you need to say, but that need to be put on the table. It also allows a time for these topics to be discussed in advance so everyone can be clear on what might be considered a problem. Sometimes there are issues that a board member doesn’t even see as an issue, but it may cause significant concerns for others.
So, in addition to creating the code of conduct, there needs to be a thorough discussion of the topic at a board meeting, so that each board member is thinking through the issues that will affect them. It will really help to avert issues down the road. If you can, have the board role play some of the issues.
For example, as an ED, I had a board member yell at me during a board meeting. He felt that his point was so incredibly important, it had to be discussed right then. I asked him to discuss it at another time and he continued yelling. It was uncomfortable for everyone and distracting for the meeting. So, even though I don’t think I should have to say it, I would include “speaking in a normal tone of voice” if I was creating a code of conduct for a board. It then allows the ED or other board members to say to that board member, “you agreed to this code of conduct and you are not following it. Please calm down or step outside.”
Another great topic to discuss is the duty of loyalty to the organization. It can be hard for board members to understand that they need to put the needs of the organization first. This discussion gives them a chance to really think about what that means. An organization had a board chair develop a program for her personal business that was very similar to what the organization did. She didn’t tell the organization what she was doing, nor offer to share the credit. Other board members were afraid to ask her to stop and she ignored the executive director’s requests. Had the board discussed this topic in advance, it might have averted the situation altogether.
Another area that would be important to address in a code of conduct is sexual harassment. Just including it in the board discussion will let the topic be considered without accusing anyone or even saying that a problem exists. And it may never exist, especially if the discussion happens regularly.
Confidentiality is another big issue for many organizations, especially for board members. It can be very tempting to talk about what you learn in a board meeting with your spouse, friends and co-workers. It’s fun to be the person in the know and share the latest gossip. But that information is not yours to share. It belongs to the organization only, and it needs to be maintained at all times. Even if board members think they are sharing information with someone who won’t pass it along, they can never be completely sure.
The same code of conduct should be agreed to by each staff member and volunteer.
Here are some sample codes that can spark discussion amongst your board: