B5: Directors’ Code of Conduct

The bB5: Directors’ Code of Conduct

• The board commits itself and its directors to ethical and responsible conduct.

1. Directors have the following responsibilities:

   a. Base decisions on the interest of the Owners as a whole and the cooperative’s policies and bylaws.

   b. Avoid conflicts of interest. If a conflict of interest occurs, the board member should not participate in or be present for related decisions or votes.

   c. Perform board duties with integrity and prudence.

   d. Prepare for and attend all board meetings; notify the board president when an absence is unavoidable.

   e. Promote deliberations that are civil, fair, open, and thorough, but also timely, orderly, and to the point.

2. Directors may not exercise individual authority over the cooperative

   a. Other than restating board decisions and policies, directors may not speak for the board to Owners, the general public, the press, or others.

   b. Directors will not voice negative judgments of the General Manager, staff, or the board.

   c. Directors will refer Owners and the general public, who have comments or concerns with the operational issues, to the General Manager.

3. Directors will maintain confidentiality appropriate to sensitive issues such as financial, personnel, and others as defined by the board.