Adopted December 6, 2016
Board of Directors Code of Ethics
Members of the board (including ex officio members of the board) shall at all times abide by and conform to the following code of ethics in their capacity as board members:
1. Each member of the board of directors will abide in all respects by the Saturna Island Ratepayers and Residents Association Board of Directors Code of Ethics and all other rules and regulations of the Association (including but not limited to the Associations's articles of incorporation and bylaws) and will ensure that their membership (or the membership of the entity for which they serve as officer, director, employee, or owner, as the case may be) in the Association remains in good standing at all times. Furthermore, each member of the board of directors will at all times obey all applicable federal, provincial and local laws and regulations and will provide or cause to provide the full cooperation of the Association when requested to do so by those institutions and their persons set in authority as are required to uphold the law.
2. Members of the board will conduct the business affairs of the Association in good faith and with honesty, integrity, due diligence, and reasonable competence.
3. Except as the board of directors may otherwise require or as otherwise required by law, no board member shall share, copy, reproduce, transmit, divulge or otherwise disclose any confidential information related to the affairs of the Association and each member of the board will uphold the strict confidentiality of all meetings and other deliberations and communications of the board of directors.
4. Members of the board will exercise proper authority and good judgment in their dealings with Association personnel, suppliers, and the general public and will respond to the needs of the Associations's members in a responsible, respectful, and professional manner.
5. No member of the board will use any information provided by the Association or acquired as a consequence of the board member's service to the Association in any manner other than in furtherance of his or her board duties. Further, no member of the board will misuse Association property or resources and will at all times keep the Association's property secure and not allow any person not authorized by the board of directors to have or use such property.
6. Each member of the board will use his or her best efforts to regularly participate in board meetings and will perform his or her assigned duties in a professional and timely manner pursuant to the board's direction and oversight.
7. Upon termination of service, a retiring board member will promptly return to the Association all documents, electronic and hard files, reference materials, and other property entrusted to the board member for the purpose of fulfilling his or her job responsibilities. Such return will not abrogate the retiring board member from his or her continuing obligations of confidentiality with respect to information acquired as a consequence of his or her tenure on the board of directors.
8. The board of directors dedicates itself to leading by example in serving the needs of the Association and its members and also in representing the interests and ideals of the community at large.
9. The board of directors must act at all times in the best interests of the Association and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, board members will identify the conflict and, as required, remove themselves from all discussion and voting on the matter. Specifically, board members shall follow these guidelines:
o Avoid placing (and avoid the appearance of placing) one's own self-interest or any third-party interest above that of the Association; while the receipt of incidental personal or third-party benefit may necessarily flow from certain Association activities, such benefit must be merely incidental to the primary benefit to the Association and its purposes;
o Do not abuse board membership by improperly using board membership or the Association's personnel, services, equipment, resources, or property for personal or third-party gain or pleasure;
o Do not represent to third parties that their authority as a board member extends any further than that which it actually extends; nor shall they act on behalf of or speak for the Association’s affairs as an individual or as a member of the community at large.
o Do not engage in any outside business, professional or other activities that would directly or indirectly adversely affect the Association;
o Do not engage in or facilitate any discriminatory or harassing behavior directed toward Association personnel, members, officers, directors, meeting attendees, suppliers, contractors, or others in the context of activities relating to the Association;
o Do not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to the Association without fully disclosing such items to the board of directors; and
o Provide goods or services to the Association as a paid vendor to the Association only after full disclosure to, and advance approval by, the board, and pursuant to any related procedures adopted by the board.
Board meeting practices and board members’ conduct
The Board is committed to effective decision-making and, once a decision has been made, speaking with one voice. Towards this end board members will:
o Speak from broad member and community interests
o Speak for themselves (“my own thinking on this is that…”) rather for than a group of members.
o Express additional or alternative points of view and invite others to do so too.
o Refrain from “lobbying” other board members outside of board meetings that might have the effect of creating factions and limiting free and open discussion.
o On important issues, be balanced in one’s effort to understand others and to make oneself understood.
o Once made, support, indeed defend, board decisions, even if one’s own view is a minority one.
o Not disclose or discuss differences of opinion on the board outside of board meetings. (For this reason information on who votes for and against any particular motion will not be recorded in meeting minutes unless a director requests it).
o Refrain from speaking for the organization unless authorized to do so.
Conflict of interest
Members of the Board of Directors and staff are expected to reveal any personal, family or business interests that they have, that, by creating a divided loyalty, could influence their judgment and hence the wisdom of decisions. A conflict of interest exist wherever an individual could benefit, dis-proportionally from others, directly or indirectly, from access to information or from a decision over which they might have influence, or, where someone might reasonably perceive there to be such a benefit and influence.
Examples of possible conflict of interest situations with respect to our Association include:
o A board member has a personal or business relationship with the Association as a supplier of goods or services; and
o A board member has a personal or financial relationship with someone who is employed by or supplies services to the Association.
Conflicts of interest (real and perceived) are unavoidable and should not prevent an individual from serving as a director or staff member unless the extent of the interest is so significant that the potential for divided loyalty is present in a large number of situations.
Procedure for Handling A Conflict of Interest
1. Members of the Board and have a duty to disclose any personal, family, or business interests that may, in the eyes of another person, influence their judgment.
2. The Board as a whole has a duty to disclose specific conflicts of interests to Association members, personnel and external stakeholders where that interest may, in their judgment, affect the reputation or credibility of the organization, and to disclose the Board’s procedure for operating in the presence of such conflicts.
3. Board members and personnel have a duty to exempt themselves from participating in any discussion and voting on matters where they have, or may be perceived as having, a conflict of interest. Such exemptions should be recorded in minutes of meetings.
4. Any business relationship between an individual (or a company where the individual is an owner or in a position of authority) and the Association, outside of their relationship as a Board or staff member must be formalized in writing and approved by the Board.
5. It is the responsibility of the President to ensure that Board members adhere to these guidelines and disclose any real or perceived conflict of interest.
