TMAC POLICIES & GUIDELINES: CODE OF CONDUCT | BOARD OF DIRECTORS 
Updated January 2022

Members of the National Board of TMAC are expected to exhibit exemplary leadership as they have the responsibility to act in the best interest of the Association, and maintain high standards of ethical performance when conducting the Associations business. Their goal is to act in the best interest for members and the benefit of the association.  

The purpose of this Board Code of Conduct is to formally provide board members with guidelines for making ethical choices and to ensure that there is accountability for those choices. The board of directors is committed to teamwork and effective decision making. 

1. Board Members shall act in the best interest of the Association as a whole. 

1. Each Board Members brings credibility and good will to the society. 
2. They act as an advocate for the organization and its mission wherever and whenever the opportunity arises, both personally and professionally. 
3. They chose roles within the society that allow them to offer their expertise and leadership strengths to the organization. 
4. They seek to balance their contribution as both an advisor and a learner
5. Each Board Member executes exemplary leadership for the benefit of the entire Association and shall always strive to do what is best for the Association. Members shall not use their position for private gain, nor seek to benefit for any specific interest or interest group of any kind. 

Examples: 

1. No member shall solicit or accept from any person, either directly or indirectly any gratuity, gift, favour, or any other thing of monetary value or personal gain for the purpose of influencing the Member’s decision or vote. 
2. No member shall seek preferential treatment by the Board, its committees, the Association staff, or its contractors or suppliers either for him/herself, or for another specific individual or interest. 
3. No Member shall knowingly misrepresent facts. 
4. No Member shall knowingly take any action which is intended to, or which is reasonably likely to bring harm to the Association, another member, or the association staff. 
5. No Member shall interfere with the duties of the management, staff, or any contractor executing a contract in progress. 
6. (The above list is not intended to be exhaustive and is offered for illustrative purposes only.)  

2. Members shall comply with governing documents and relevant law.

1. Each Board Member shall become familiar with TMAC Bylaws, Administrative Policies, as they apply to the purview of his or her respective committee. Each Member shall endeavour to always make decisions consistent with these governing documents. Members shall likewise endeavour to make decision in compliance with applicable Canadian laws and regulations. 

3. Members shall work within the Association’s established protocol. 

1. Each Member shall abide by the system of management established by the Associations governing documents and the Board, and consistent with National law, and will work within that established protocol to establish change. No member shall act unilaterally in making any promise of work, selection, or employment to any contractor, supplier, Association, or staff member that has been duly ratified or approved by the Board and consistent with local law. 

4. Members shall set high standards for themselves as Association members. 

1. Members shall hold themselves to the highest standards as members of the Association during their term and office, and shall in all ways comply with the provisions of the Associations governing documents with respect to adherence to all rules, timelines in payment of any dues, professionalism, and conduct toward other Association members, committee Members, staff, The Association suppliers, and all contractors and vendors whether working for the Association or an individual member. 
2. Board Members demonstrate respect for individuals and diversity. 

5. Members shall act in a professional manner at all times. 

1. Members shall conduct themselves in a professional and businesslike manner at all Committee meetings, work sessions, and functions, and at all other times when relating to other Association members, guests, and TMAC staff, whether directly, or in a conversation with others. Personal attacks, threats, defamation, intimidation, or harassments are not consistent with the best interest of the Association and will not be tolerated. Language shall be kept professional, and inevitable differences of opinions shall be expressed and handled in a businesslike manner. 
2. Communicate both the written and verbal word in a respectful, friendly, balanced manner and with an open and empathetic mind. Be honest, clear, and concise, and available to listen and hear. Manage your body language in person and in virtual meeting spaces. 
3. Be willing to be a dissenting voice, endeavour to build on other director’s ideas, offer alternative points of view as options to be considered and invite others to do so too; understanding and appreciating various viewpoints is healthy and constructive.
4. Respects and considers diverse and opposing viewpoints. 
5. Demonstrates due diligence and dedication in preparation for and attendance at meetings, special events, and other activities on behalf of the Association. 
6. Demonstrates good faith, prudent judgement, honesty, transparency, and openness in all activities on behalf of the Association. 
7. Refrain from trying to influence other board members outside of board meetings that might have the effect of creating fractions and limited free and open discussion. 
8. Commit the time to attend meetings and to be diligent in preparation for, and participation in, discussion at such meetings. 
9. Support the board decision, once made even if one’s own view is a minority one; to fully support it, whether you voted for it or not. It is unacceptable for a board member to publicly (outside boardroom walls) state or imply that they did not agree with the decision. A board member is expected to only discuss decisions publicly when the recorded minutes have been circulated. 

6. Board Members shall maintain confidentiality at all times. 

1. Members shall maintain the confidentiality of all legal, contractual, personnel, meeting, and staff issues declared to be confidential at the time. The confidentiality of the personal lives of fellow Members, Association members, management, and other staff shall also be maintained. The above includes endeavouring to ensure all spousal and family members keep these confidences.

7. A Board Member shall disclose and refrain from acting on matters where the Member has a conflict of interest. 

1. A Member shall immediately disclose to the committee chairperson any (or a perceived) conflict of interest and shall not vote on any issue for which the Member has a conflict of interest. For purposes of this paragraph, a “conflict of interest” means any personal interest or benefit (financial or otherwise) accruing to the Member related to an action to be taken by the Association. 

Example: 

1. Action that results in personal financial gain to a member. (“Self dealing eg favouring or ensuring selection of a vendor in which the Member has a financial interest) 

8. A Board Member should always ensure fiscal responsibility when managing a not-for-profit organization

1. Fiscal responsibility does not lie solely with the treasurer but is the responsibility of all board members. Always consider financial factors when making decisions. Fiscal responsibility is the penultimate factor in not-profit organizations. 
2. To the best of their ability, be required to complete all job responsibilities as per job description roles and responsibilities, on time and under budget. 

9. This Code of Conduct shall not be abused. 

1. This Code of Conduct shall not be used by any Member as a tool to target or harass an individual member with frivolous or unwarranted allegations, or to frequently or unnecessarily involve the Board or Staff in devoting time to such frivolous or unwarranted issues. 

10. Board Members are subject to removal for any violation of this Code of Conduct

1. Board Member Code of Conduct  (Must be signed and presented to the Committee Chair upon appointment and prior to being able to sit on the board as a recognized member)