Board Governance Policies

Approved/revised: October 10, 1995

  A.2.5.6 Board Member's Code of Conduct

The Board expects ethical conduct of itself and its members, consistent with NVIT's Values Statement. This includes proper use of authority, and appropriate decorum in group and individual behaviour when acting as a Board member.

    1. Board members must be loyal to the interests of the ownership (our communities and students). 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 interest of any Board member acting as an individual consumer of the organization's services.

    2. Board members must avoid any conflict of interest with respect to their Board responsibility, through following the requirements of the Bylaws. Board members must ensure that personal relationships do not interfere with effective operations of the College.

    3. Board members may not attempt to exercise individual authority over the organization except as explicitly set forth in Board policies.

      i) Board members' interaction with the President or with staff must recognize the lack of authority in any individual Board member or group of Board members.

      ii) Board members will make no judgements of the President's or staff's performance except as that performance is assessed against explicit Board policies by the official process.

      iii) Board members' interaction with the public, media or other entities must recognize the same limitation and the similar inability of any Board member or Board members except the Chair to speak for the Board.

    4. Board members have the following duties.

      (a) Duty of Integrity - to act honestly and in good faith.
      (b) Duty of Loyalty - to give loyalty to the institution when acting on behalf of the Board.
      (c) Duty of Care - to act in a prudent and diligent manner, keeping informed as to the policies, business and affairs of the institution.
      (d) Duty of Confidentiality - notwithstanding the need of members to make an informed decision on an issue before the Board by obtaining input from internal and external communities, members are to ensure that information which is normally considered confidential (e.g., financial and personnel issues) remains so.
      (e) Duty of Skill - to use knowledge and expertise effectively in dealing with the affairs of the institution.

    5. Board members will be approached occasionally by a community member(s), employee(s) or student(s) regarding a concern or problem. The protocol for dealing with these issues is as follows:

      i) Community member - the Board member should suggest that contact be made with the President or other senior administrator (if known). If the community member is not prepared to do the follow-up, it would be appropriate to suggest contact with the Chair. If the community member is not prepared to take further action, the Board member should inform the Chair/President about the concern, maintaining whatever discretion and confidentiality deemed appropriate.

      ii) Student - the Board member, in the following order, should suggest that contact be made with the instructor, department head, senior administrator, President, or Chair regarding the concern. If the student is not prepared to take further action, the Board member should inform the Chair/President about the concern, maintaining whatever discretion and confidentiality deemed appropriate.

      iii) Employee - the Board member, in the following order, should suggest that contact be made with the department head, senior administrator, President or Chair regarding the concern. If the employee is not prepared to take further action, the Board member should inform the Chair/President about the concern, maintaining whatever discretion and confidentiality deemed appropriate.

In all cases, the complainant must be advised that for any "real" follow-up, the complainant must be willing to participate in the process at some point.

    6. Board members are expected to attend all Board meetings. Board members not attending three consecutive meetings will be asked for their resignation.