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Boardroom Preparing To Establish A Code Of Conduct For Nonprofit Board Members

Establishing a Code of Conduct for Nonprofit Board Members


Regulations are in a constant state of evolution, globalization is on the rise, and technology is disrupting every industry. With so many important decisions to make, nonprofit board members must establish a code of ethics.

Nonprofit boards are being highly scrutinized in the same vein as for-profit corporations and often to the same degree of accountability.

When allegations of bad behavior surface or a nonprofit faces allegations, your nonprofit’s values are front and center. A code of conduct outlines reflects your nonprofit’s values of honesty, transparency, integrity, confidentiality and equity.

We’ll explain what a code of conduct for your board members is and why it’s crucial to have one. We’ll also provide an overview of the essential elements of a code of conduct policy and explain why it’s important for your board and other leaders to set the tone at the top.

What Is a Code of Conduct?

A code of conduct, also called a statement of values or code of ethics, is a policy that outlines the principles and standards that your nonprofit board members must follow. Your code of conduct should reflect your nonprofit’s mission and values and connect them to professional behavior standards.

It’s common for nonprofit organizations to establish a separate code of conduct that applies to volunteers, employees, and other people involved with the organization. In many nonprofits and other types of organizations, the code of conduct is a factor in performance evaluations.

The fact that all public organizations in the United States are mandated to have a code of conduct suggests that it’s a good idea for nonprofits too.

Why Your Nonprofit Board Members Need a Code of Conduct

Imagine how things would go if everyone involved in your nonprofit had the liberty of speaking and behaving as they wanted to. It could present a liability of grand proportions.

A code of conduct guides the behavior of your board members, and it serves as a set of principles to guide their decision-making and other activities. Your code of conduct policy ensures that your board members are accountable for the decisions and choices they make.

By adopting a code of conduct for your board members, your board sends a clear message to donors, employees, volunteers, stakeholders and the public. The message is that your board members are committing to ethical behavior and are willing to set the tone at the top for everyone else in the organization.

A code of conduct helps you earn the public’s trust. When you communicate your code of conduct transparently, it lets donors, employees, volunteers, or anyone partnering with your nonprofit aware of your values and how you handle violations of the policy.

Elements of a Code of Conduct

A code of conduct for your board members essentially summarizes the policies and priorities that are integral to your nonprofit organization. While samples and templates are available as tools as you develop your quote of conduct report members, your code of conduct should be unique and customized to your nonprofit’s needs.

As you create your code of conduct, consider any behavioral problems you’ve had in the past and address them in the policy. You may also want to review any behavioral issues that similar nonprofits have faced and incorporate language around those issues as well. Also, list the specific individuals to which the code of conduct applies (board directors, officers, etc.).

These are some of the core elements that your board could incorporate into your code of conduct policy for your board members.

  • Managing conflicts of interest
  • Protecting assets
  • Addressing your nonprofit’s culture
  • Setting expectations for attendance
  • Handling of sexual harassment, general harassment, and discrimination
  • Setting expectations for cell phone and technology use
  • Addressing substance use issues
  • Setting standards for the dress code
  • Incorporating a whistleblower’s policy
  • Outlining disciplinary actions that may be taken
  • Stating the nonprofit’s privacy policy
  • Stating the standards for diversity, equity, and inclusion

These elements will be the core of your code of conduct policy. Once your board has created the first draft, it’s a good idea to put it before your stakeholders for additional input. The final step is to compose your final draft and put it before your board for final approval.

Be sure to cover your code of conduct for board members in your new board member orientation packets. Another way to hold board members accountable to the code of conduct policy is to make it a line item in your annual board self-evaluation.

All board members should be clear on how to report violations. Your policy should designate at least two people that are available to receive reports of violations.”>

Setting the Tone at the Top

Your officers and board directors set the standard by which everyone else should emulate. This is commonly known as “setting the tone at the top.”

All eyes are on the board when it comes to ethical leadership. When your board members uphold the highest ethical standards, it fosters a climate of integrity across the board, and others in your organization will follow suit.

To ensure your board members have seen and agree with your code of conduct policy, ask each of them to sign a statement of acknowledgment and keep it on file.

Where to Find Samples and Templates for a Code of Conduct for Board Members

The internet is always a good place to find samples and templates for code of conduct policies.

We’ve listed a few sample code of conduct policies here for your review:

Board members have a duty to act in the best interest of your nonprofit continually. With that in mind, establishing a code of conduct policy for board members should be a priority for your nonprofit.

With a BoardEffect board management system, you get unlimited cloud storage to ensure that your code of conduct policy and all other policies are accessible as needed.

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