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KINROSS CREEK HOUSING CO-OPERATIVE

CODE OF ETHICS FOR DIRECTORS

The following principles and procedures come from explicit law (statutes), common law (case precedents in British type jurisdictions) and long established practice (tradition).

The first five points are established in LAW. The remaining points are TRADITIONAL and are therefore subject to interpretation and amendment For that reason and because different groups identify with different traditions, each co-operative should adapt this code to its own needs.

BY LAW:

1. Directors have no individual authority.

Only as a Board (i.e. meeting together) do directors have authority.

2. The Board may delegate authority to:

an individual director

· officer

· employee

· member

· committee·

However, the Board holds ultimate responsibility.

3. Directors, individually and as a Board have 'fiduciary obligations". This means you are trustees of the assets belonging to the corporation. In other words, together you are the brains for this legal person (the Co-op). You must think about and protect the future of your co-operative.

4. A director must exercise the same degree of care, diligence and skill that any reasonably prudent person would use in a similar situation.

S. Directors must avoid conflict of interest.

You must declare a conflict of interest in any situation where your position may be or appear to be influenced by your personal interests. While most people are familiar with this idea, it may not be well known that this included your not being able to gain, or seem to gain, because of your access to co-op property, information or opportunity in a way that is not available to all members.

BY TRADITION::

I. If a director disagrees with a proposition being considered by the Board, s/he is obliged to voice that opposition.

2. You are obliged to make your position known clearly and explicitly when an important decision is being taken. if you merely record your opposition to a decision but later denounce the majority as incompetent, dishonest, lacking integrity, etc. it may be reasonably thought that you are acting in bad faith.

3. If a director has opposed a motion which the Board (or membership) has adopted s/he has a number of options:

to accept the majority will;

to ask the majority to reconsider its decision in light of new information which is relevant;

to appeal to the membership because the decision by the majority is so seriously at odds with his/her view of the best interests of the co-operative.

4. Only if the director gives notice to the other directors and is prepared to resign if not upheld by the members, can s/be in good faith oppose the particular decision a higher forum, i.e. at a Members Meeting.

In other words, if you believe that a decision has been made:

in a legally constituted meeting;

in reasonably full possession of the facts;

in an honest manner;

you are, by tradition at least, bound to maintain solidarity with your fellow directors.

If you have new information, you may try to have the decision reconsidered.

But if you believe the rest of the Board acted without integrity, you should be prepared to place the matter and your resignation before the membership.

S. Directors have the right to make their decisions in an uninhibited atmosphere. The boundaries on any decision should be:

Slander laws;

relevance

procedural policies;

etc.

A director should not fear his/her arguments will be misconstrued outside a meeting.

In the same spirit, a director should not use arguments s/he would not make with non directors present.

Apply the same principle to discussion as you would to the taking of minutes. Minutes record decisions, not debates. Even the best secretary (or journalist) cannot accurately record the nuances of a complicated debate, so don't even try. General background or reasoning may be attempted but nothing more than the vote should he attributed.

While members have the right to attend and observe those parts of the Board meetings that are not confidential, they only have the right to what decisions are made if they do not attend.

6. If a director feels that arguments being made are Slanderous, irrelevant or otherwise "out of order” s/he should ask the chair to make a ruling.

7. All matters relating to employees and consideration of membership applications should remain confidential. Every director should realize that, without being reminded.

8. Confidentiality must he taken seriously. Directors should not he relating such matters to family members or anyone else.