The Board of Directors commits itself to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Directors.

1 Directors must have a fiduciary duty loyalty to the ownership, unconflicted by loyalties to staff, other organizations, and any personal interest

2 Directors must avoid conflict of interest with respect to their fiduciary responsibility.

a.  There will be no self-dealing or business by a member with the organization. Directors will disclose their involvement with other organizations, with vendors, or any associations which might be or might reasonably be seen as being a conflict.
b.  When the Board of Directors is to decide upon an issue, about which a Director has an unavoidable conflict of interest, that Director shall absent herself or himself without comment from not only the vote, but also from the deliberation.
c.  Directors will not use their position to obtain employment in the organization for themselves, family members, or close associates. Should a Director apply for employment, he or she must first resign from the Board of Directors.
d.  All Directors will read and abide by the ‘Conflict of Interest’ Policy. 

3 Directors may not attempt to exercise individual authority over the organization.

a.  Directors’ interaction with the Executive Officer or with staff must recognize the lack of authority vested in individuals except when explicitly authorized by the Board of Directors.
b.  Directors’ interaction with public, press or other entities must recognize the same limitation and the inability of any Director to speak for the Board of Directors except to repeat explicitly stated Board of Directors’ decisions.
c.  Except for participation in Board of Directors’ deliberation about whether reasonable interpretation of Board of Director policy has been achieved by the EO, Directors will not express individual judgements of performance of staff of the REBGV. 

4 Directors will respect and preserve the confidentiality of information regarding REBGV’s affairs generally, and information concerning proceedings of the Board of Directors in particular.

a.  Unless publicly available, information regarding the REBGV generally, and information arising at meetings of the Board of Directors or its committees in particular, is confidential.
b.  A Director must scrupulously preserve the confidentiality of information he or she receives or has access to as a result or by virtue of his or her position as a Director.
c.  Unless expressly authorized by the Board of Directors to disclose or discuss certain information, an individual Director must never disclose or discuss any confidential information with any other person except another current Director, and must forever keep private and maintain that information in strict confidence.  

5  Meetings and Attendance:  Regular meetings are defined as those included in the Annual Agenda that is circulated at the start of the Director year.  The date of a regular meeting may be changed within a minimum 30 days notice to Directors.  A Regular Meeting may be added to the Annual Agenda with a minimum of 30 days notice.  Directors are expected to attend the full, scheduled meeting. 

6 Directors will be properly prepared for Board of Directors’ meetings so that any decision of the Board of Directors may be made in an efficient, knowledgeable and expeditious fashion.

7 Directors will respect a speaking order and will listen with respect to their fellow Directors and shall ensure that all electronic devices are turned off during the meeting.

8  Directors will respect the process by which decisions of the Board of Directors (and committees) are made and will not oppose a decision of the Board of Directors that has been duly reached by majority vote.

a.  During meetings of the Board of Directors, individual Directors (with the exception of those who are in a conflict of interest) have a duty and are encouraged to critically evaluate and comment frankly on any matter before the Directors for a decision or determination. Directors should bring their experience, perspective and knowledge to each matter for decision and are encouraged to actively participate in the discussion, whether to raise concerns, propose alternatives or suggest adjustments. The same holds true for discussions between Directors outside of a formal meeting of the Directors.
b.   Each Director must keep in mind at all times that his or her duty is to advance the best interests of the REBGV as a whole. In board discussion and deliberations, Directors can raise issues related to a particular segment or interest within REBGV, but must not allow one perspective to dictate his or her decisionmaking.
c.  In all cases, the objective of discussion and debate is to reach the best decision possible and one that will serve the best interests of the REBGV as a whole. All opinions, views, issues, concerns and alternatives can and should be presented in a way which is constructive, courteous and respectful.
d. Following an appropriately thorough discussion, (and subject to the matter being deferred for future consideration) the Board will come to a decision. Except in the most routine and non-controversial matters, a motion should be presented for decision by majority vote. A Director who does consider a motion to be in the best interest of the REBGV is free to vote against the motion.
e.  Where a Director’s vote is in the minority and the Director strongly feels that the majority decision is contrary to the best interest of the REBGV as a whole, he or she may request that his or her dissenting vote be specifically noted in the minutes of the meeting.
f.  Once a decision is made by majority, it is a decision of the Board of Directors and all Directors have participated in the making of that decision. Each Director will sustain that decision and the process by which it was made, notwithstanding the Directors’ personal disagreement or formal dissent from the decision. Directors will not oppose a duly made decision of the Board of Directors to members, other organizations or the public generally. In particular, Directors will not oppose or speak against a decision of the Board of Directors at a members’ meeting, and will not do anything to frustrate or undermine the implementation of that decision.
g.  These rules apply equally to decisions of committees of the REBGV on which a Director sits as member or chair.

9  Directors shall be familiar with the Society Act, Constitution and By-laws, Regulations and Policies of REBGV.

10  Director who violates this Code of Conduct will be subject to discipline by the Board of Directors in accordance with Section 30.