Director Code of Conduct

Section One – General Provisions

Complement to By-Laws, etc. 

  • The provisions of this Code are intended to complement and enhance, in a consistent manner, the requirements that arise in the By-Laws of the Society.


  • This Code shall be construed and interpreted in accordance with the interpretation and provisions of the Society’s By-Laws.

Section Two – Duties and Responsibilities of Individual Directors


Each Director is expected to become an active participant in the positive function and growth of the NSBIA.  A  Director is responsible to:

  • Be informed of the documents and legislation under which the Society exists, its By-laws, values, codes of conduct, and policies as they pertain to the duties of a Director.
  • Keep generally informed about the activities of the NSBIA and the local North Shore community, and general trends in the business sectors of the North Shore.
  • At all times, use their best efforts to provide positive and team oriented leadership and direction to the NSBIA in support of its vision, mission, and mandate.
  • Endeavour to direct the activities of the organization as a whole rather than in their own interest or that of any specific group.
  • Directors’ contributions to discussions and decision-making shall be positive and constructive and Directors’ interactions in meetings shall be courteous, respectful, and free of animosity.
  • Directors shall be prepared to commit sufficient time and energy to attend to NSBIA business.
  • Attend all Board meetings and be prepared for the meetings having read pre-circulated material in advance.
  • Ensures that the financial affairs of the NSBIA are conducted in a responsible and transparent manner with due regard for the Director’s individual fiduciary responsibilities.
  • Serve on a minimum one Standing Committee or one Organizing Committee.
  • Ensure that there is a current Position Description for the Executive Director and that there is a process for their annual evaluation.
  • The Board should engage in a bi-annual (every two years) review of its policies and practices with an external facilitator to ensure it complies with professional standards of Board performance.

Conduct of Directors:

A Director will at all times conduct themselves in a manner that:

  • Supports the objectives of the NSBIA;
  • Serves the overall best interests of the NSBIA;
  • Brings credibility and goodwill to the NSBIA;
  • Respects fair play and due process;
  • Adhere to the NSBIA’s governance policies.
  • Adhere to the NSBIA’s Conflict of Interest Policy; avoid, in fact and perception, conflicts of interest; and immediately disclose possible conflicts to the Board.
  • Shall maintain the confidentiality of the details and dynamics of all Board discussions, as well as those items designated as confidential.
  • Regardless of their personal viewpoint, Directors shall not publicly speak against, or in any way undermine Board solidarity once a Board decision has been made.
  • No Director should engage in negative talk about another Director or staff member. Any grievances are to be brought forward to the Board in a professional and constructive manner during an in-camera session of a Board meeting.
  • Directors shall adhere to the principle that the Executive Director reports to the NSBIA President and is responsible to the entire Board of Directors and consequently that no single Director or committee has authority over the Executive Director.
  • Directors shall adhere to the principle that NSBIA staff report directly to the Executive Director and consequently that no single Director or committee has authority over NSBIA staff or should be unilaterally directing NSBIA staff.
  • Shall not attempt to exercise individual authority or undue influence over the NSBIA’s governance or actions.
  • The official spokesperson for the NSBIA is the Executive Director, and consequently, all public requests for comment shall be referred to them.
  • The NSBIA President may make public statements on policy matters that are within the scope of a policy approved by the Board, or a reasonable extension of a policy.
  • Directors shall not enter into any form of agreement on behalf of the NSBIA without written approval derived from a majority vote of the Board of Directors.
  • Directors will adhere to the NSBIA’s Conflict of Interest Guidelines.
  • Directors shall not receive any gift valued over $50 for work done on behalf of the NSBIA.