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Draft Code of Conduct
for Board Members

                Mencius said, "If a Superior Man lacks integrity, to what shall he hold?"

tdc is providing the following information
as part of our promotional activities.

If governance consultation assistance is required
please e-mail tdc

Code of Conduct for Members of Board of Directors

This Draft Code of Conduct is provided as a Guideline only.

A code of conduct for Members of Board of Directors provides ethical guidelines to which members shall adhere in the performance of their duties.

The public and/or shareholders must be confident that members of Members of Board of Directors fulfill their responsibilities with integrity and within the framework of the laws of the Country under which the organization or business has jurisdiction. Adherence to the following principles will allow members to pursue their governance mandate, foster harmonious relations between Board members, and facilitate mutual respect and public confidence.

At the time an Oath of Office is taken, members will sign their affirmation pledging to uphold the letter and spirit of this Code of Conduct, Ethics and Standards as prescribed below.

Board members shall attend and actively participate in Board meetings, including voting on motions and making policy and other duties as prescribed.

The board may give orders and directions to the Chief Administrative Officer, but not to other members of the organization, and no individual member of the board shall give orders or directions to any member of the organization.

The board shall not direct the Chief Administrative Officer with respect to specific operational decisions or with respect to the day-to-day operation of the organization

While Board members are responsible for officially appointing members of the organization, they shall not interfere in the operational responsibilities of recruitment and promotion.

Board members must attend training pertaining to policy development and an understanding of the operation of the organization with whom they serve as members. The board must provide for expenses for such training for its Board members.

Board members shall always conduct their business in a manner that does not conflict with the public interest and dignity of the individual, with respect and commitment for the rights of the public in accordance with the principles and law of the Human Rights Code and the Charter of Rights and Freedoms.

No Board member shall purport to speak on behalf of the board, unless they have the authority to do so. If a member expresses disagreement with a board decision, he/she must clearly state that the view is personal in an unabusive manner and must not denigrate the integrity of the organization.

Board members shall treat in-camera information as confidential.

Board members shall not abuse their position to obtain advantage for themselves, family members or close associates, and/or demonstrate abuses of authority

Board members shall refrain from engaging in professional conduct that would discredit and/or compromise the integrity of the board of police service including: -neglect of duty -deceit -breach of confidence -corrupt practices -unlawful or unnecessary breaches of authority

Board members under investigation for any offenses of a serious nature shall temporarily withdraw from all board activities until the completion of the investigation and subsequent judicial proceedings and, in the event of the finding of guilt, shall resign or be removed by due process from the board.

Board members must serve loyally, without self-interest and free from conflicts with other commitments including advocacy or interest groups and memberships on other boards or staffs. This accountability also supersedes the personal interest of any board member acting in an individual recipient of the organization’s services. Board members must also follow and be governed by the pecuniary interest and gift disclosures sections of the municipal Conflict of Interest Act.

Board members must avoid any conflict of interest with respect to their fiduciary responsibilities.

(1) There shall be no direct or indirect self dealing or any conduct or private business of personal services between any board member and the organization except as procedurally controlled to assure openness, competitive opportunity and equal access to “inside” information.

(2) Board members shall not use their positions to obtain for themselves, family members or close associates, employment within the organization.

A. Any breach of the Code of Conduct, Ethics and Standards shall be recorded by the board and one or more of the following methods shall be invoked.

(1) a board motion requesting an investigation by an independent third party who will facilitate the request;

(2) a board motion calling for the subject member of the board to appear before the board and be subject to censure by way of admonish, caution and/or reprimand.

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tdc Marketing and Management Consultation
Brockville Ontario Canada
voice: 613 342-0639