Code of Ethics for Board of Directors | AWEDA

Code of Ethics for Board of Directors

Statement of Commitment

“In establishing a policy for and on behalf of AWEDA’s members, I am a custodian in trust of the assets of their society/association. The members recognize the need for competent and committed elected board members to serve their organization and have put their trust in my sincerity and abilities. In return, the members deserve my utmost effort, dedication, and support.”

“Therefore, as a board member/ director of AWEDA, I acknowledge and commit that I will observe a high standard of ethics and conduct as I devote my best efforts, skills and resources in the interest of AWEDA and its members. I will perform my duties as board member/director in such a manner that members’ confidence and trust in the integrity, objectivity and impartiality of AWEDA are conserved and enhanced. To do otherwise would be a breach of the trust which the membership has bestowed upon me.”

Ethical Guidelines

1. I will always hold the betterment of the membership of AWEDA as my priority, including during all participation in discussions and voting matters.

2. I recognize that I am obligated to act in a manner which will bear the closest public scrutiny.

3. It is my responsibility to contribute to the Board any suggestions of ways to improve the organization’s policies, standards, practices or ethics.

4. I  will  not  abuse  my  position  as  a board  member  by   suggesting  to   any  organization employee that I am entitled to  or  expect any  special treatment beyond regular members of the organization’s board.

5. I will declare any conflict of interest, be it genuine, potential, or apparent, which is not immediately obvious with regard to any matter being discussed in my presence during a meeting.

6. If the board decides at any time during a meeting that I have a conflict, I will accept their request that I refrain from participating in the discussion and I will leave the meeting at the board’s request. I understand that the board’s decision will be recorded in the minutes, either with or without the reasons for the decision being also recorded.

7. I understand that the following activities are considered by the organization to be conflicts of interest, and that conflicts of interest are not limited to the following situations:

  • Where a director makes a decision or does an act motivated by other or additional considerations than “the best interests of the organization.”
  • Where a director personally contracts with the organization or where he/she is a director of other organizations which are contracting with this organization.
  • Where a director learns of an opportunity for profit which may be valuable to him/her personally or to another organization of which he/she is a member, or to other persons known to the director.
  • where  a  director, in  any  circumstance  as related to the  organization,  puts  his/her  personal interests ahead of the best interests of the organization. 
  • Information


8. I will not knowingly take advantage of or benefit from information that is obtained in the course of my official duties and responsibilities as a board member, and that is not generally available to membership.

9. I will be alert to information which the organization can use to develop improved policies and strategies.

10. I will protect the organizations information closely and will not release or share confidential information without the permission, preferably in writing, of the person who provided it.

11. I will maintain confidentiality of all information which the board deems ought to be kept confidential.


12. I will be mindful of resources which are in my trust on behalf of AWEDA, and will help establish policies which ensure the maximization of secure and protected resources.

13. I expect to be reimbursed for legitimate expenses incurred by myself for the sake of the organization. I will keep all such expenses reasonable and justifiable and will discuss expenses which may be in question with AWEDA’s President.

Gifts and Hospitality

14. Should business associates or others offer me gifts, favors, or benefits on a personal basis because of the business AWEDA does with them, I will recognize that such offers may be an effort to secure advantage from me, and I will reject such offers on the basis that it is against the organization’s policy to accept gifts from business contacts. The most I will accept will be normal promotional handouts of a nominal value.

15. I will not routinely accept the hospitality of others. For example, when meals are taken with business colleagues, I will pay for as many meals as do my colleagues.

Representing AWEDA

16. As part of my duties as a board member, I represent the organization informally and formally to other associations, societies, government officials, and business representatives. I recognize that it is important that I represent the organization in such a way as to leave others with a positive impression of the organization. In my duties I will preserve and enhance the good reputation of the organization and will avoid behavior which might damage its image.

Communicating with Community Members and Media

17. As a trustee I recognize that:

  • I do not speak for the Board unless specifically delegated to do so by consent of the Board (Article VIII, Sect. 7).
  • The Board President is the lead media contact on behalf of the Board.


Maintaining Confidentiality

18. While most of what the Board does is public, the law defines specific issues that must be discussed in private.

As a trustee I will maintain confidentiality about issues discussed in closed sessions, or as otherwise required by law.

Creating a Positive Climate

19. The Board sets an example for the entire Society.

As a trustee I will:

  • Encourage and support innovation and creativity in AWEDA’s programs and operations.
  • Act with integrity and reflect values of trustworthiness, respect, fairness, caring, creativity, and inquisitiveness at all times when performing my responsibilities.
  • Focus my commitment to the achievement of all participants.
  • Support AWEDA by attending programs and events, expressing appreciation for employees’ commitment and accomplishments, and recognizing participants’/members’ success and achievement.



20. The President of the organization shall ensure that the practice of this policy will be fair in all situations of interpretation and application.

21.The President is ultimately responsible for immediate interpretation, application and enforcement of the board members’ code of ethics policy. All complaints concerning a possible code of ethics violation shall be made in writing to or by the President with a copy provided to the complainant.

The President shall make an initial determination of the issue and shall attempt initial resolution of the problem with the complainer and the complainant.

If this initial attempt at resolution is not successful, the President shall appoint a tribunal composed of three board members to investigate the complaint. The tribunal is required to investigate as required and submit a written report to the President within 30 days. The President will render his/her decision within ten days of receiving the tribunal’s report.

The President’s decision may be appealed in writing to the Board of Directors for consideration at the board’s next regular meeting or the organization’s next regular scheduled meeting for a final decision. The final decision shall be delivered in writing to the complainer and complainant.

Delegation and Penalties

22.Should the President be the subject of a written complaint, the Vice- President shall perform the duties normally assigned to the President in this matter. 

Penalties imposed for breach of the code of ethics may include, but are not limited to, the following:
excluding the executive director from portions of all future meetings and discussions which relate to the stated conflict of interest,
censure of the executive director, in private with no use of the media, removal of the executive director from office by a resolution passed by a vote of two-thirds of the members voting at an annual or special general meeting of AWEDA’s members, provided that notice of such a proposed resolution is given with the notice calling the meeting.

I have read and I accept AWEDA’s Code of Ethics for Board of Directors.

Signature of Director