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Sample Code of Conduct Statement for Board Members

I am often asked the questions, "Do you have a sample 'Code of Conduct' for board members. The following Code of Conduct is a sample which is a part of CalSAE (California Society of Association Executives) Policy & Procedures Manual.

Code of Conduct

I am often asked the questions, "Do you have a sample 'Code of Conduct' for board members. The following Code of Conduct is a sample which is a part of CalSAE (California Society of Association Executives) Policy & Procedures Manual.

The Board expects of itself and its members ethical and business-like conduct. This commitment includes proper use of authority and appropriate decorum in group and individual behavior when acting as Board members.

  • Board members must represent, with unconflicted loyalty, the interests of the membership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other Boards or staffs. This accountability supersedes the personal interests of any Board member acting as an individual consumer of the Society's services.
  • Board members must avoid any conflict of interest with respect to their fiduciary responsibility.
  • There must be no self-dealing or any conduct of private business or personal services between any Board members and the Society except as procedurally controlled to assure openness, competitive opportunity, and equal access to "inside" information.
  • Board members must not use their positions to obtain for themselves, family members, or close associates, employment within the Society.
  • Should a Board member be considered for employment by the Society, he or she must temporarily withdraw from Board deliberations, voting, and access to applicable Board information.
  • Board members and members at large may not attempt to exercise individual authority over the Society or staff except as explicitly set forth in Board policies.