Section No. 1.00: GOVERNANCE

Policy No. 1.03: Board of Directors Code of Ethical Conduct

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Approval Date: June 2020



The Board of Directors commits to ethical, professional and lawful conduct, including the proper use of authority and appropriate behavior when acting as members.


Board members must make decisions based on the purposes of the society: to remain un-conflicted by loyalties to staff, other organizations, and any personal interests.

Board members will avoid conflict of interest with respect to their fiduciary responsibility, which is a trust -like responsibility and includes these guidelines:

  • Board members will refrain from self-dealing within the organization. Members will disclose their involvement with other organizations, with vendors, or any associations that might be or might reasonably be seen as being a conflict, whether a conflict of interest or conflict of duty.
  • When the Board is to decide upon an issue, about which a member has an unavoidable conflict, that member shall absent her or himself from not only the vote, but also from the deliberation.
  • When a Board member is uncertain in determining whether something is a matter of conflict or confidence, that member will seek direction by way of a decision of the Board of Directors.
  • Members will not disclose any confidential information gained through the position of Director unless authorized by the Board. This applies throughout a Director’s term on the Board, or while a member of the Organization, or after leaving CZWKA.
  • Board members may not attempt to exercise individual authority over the organization.
  • Members’ interaction with other club members, public, press or other entities must recognize the same limitation and the inability of any Board member to speak for the Board except to repeat explicitly stated Board decisions.

Board members are expected to:

  • prepare for Board meetings by reading all materials circulated in advance
  • attend all Board meetings
  • direct all operational queries to the President
  • comply with the values represented by CZWKA
  • respect confidentiality as required by the Personal Information Protection Act
  • make decisions in the interest of all members and stakeholders
  • act as ambassadors for CZWKA
  • sign the code of ethical conduct agreement

If a Board member does not meet any or all of the above expectations the Board will review the continued participation of such member.

Responsibility of: Board of Directors

Monitored by: Membership Director



Appendix: 1.03 Code of Ethical Conduct Agreement