Nucleus’ Board Code of Ethics Policy Statement

All Board members are expected to conduct themselves according to the highest ethical standards.  Every Director and Officer of the Corporation, in exercising his/her powers and discharging his/her duties, shall:

a. Act honestly and in good faith with a view to the best interests of the Corporation; and

b. Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.



To ensure that all Board members have a clear understanding of the meaning of ethical standards with regards to confidentiality, conflicts of interest, use of agency property and technology.



Ethics – moral beliefs and rules about right and wrong

Board members are expected to carry out their Board duties with the proper use of their authority, and in a professional and ethical manner. Ethical problems evolve in situations where expected standards or norms are not met.

Performance standards include the following:

  • Being loyal to Nucleus Independent Living and its members
  • Avoiding conflict of interest, including direct and indirect gains which could accrue to the Board member as a result of actions or decisions made in the capacity of Board authority such as:
    a. A Board member makes a decision motivated by considerations other than the “best interests of Nucleus Independent Living”
    b. A Board member or close family member personally contracting with the organization
    c. A Board member learns of an opportunity for profit which may be valuable to him/her personally or to another organization of which he/she is a member
    d. A Board member assists a third party in their dealings with the organization, where such assistance could result in favourable or preferential treatment being granted the third party, by Nucleus Independent Living
    e. A Board member receives gifts or loans from the organization
  • Dealing with the public, staff, consumers, and Board peers in an ethical, fair, and straight forward manner
  • Not exercise individual authority over Nucleus Independent Living or the staff
  • Speaking positively of Nucleus Independent Living to the public
  • Fostering friendly and positive working relationships between external stakeholders, volunteers and staff
  • Maintaining confidentiality of Board business
  • Ensuring ethical behaviour and compliance of Board Members with laws, regulations, audit and accounting principles and the Corporations By-Laws,
  • Complying with Board policies and procedures at all times,
  • Maintaining a reputation of honesty, integrity and reliability,
  • Not entering into relationships with a consumer or other stakeholders that violate ethical guidelines,
  • Respecting the confidentiality relating to the Corporation activities, records, consumers and other proprietary information/property except where necessitated by legal and safety constraints,
  • Not engaging in physical or emotional abuse of consumers, staff, fellow Board Members or broader stakeholders,
  • Not imposing personal beliefs or activities on colleagues, service partners, etc., that may undermine or defer from the Corporations Mission and Values
  • Keeping, maintaining and safeguarding Corporation records, minutes, financial documents and other proprietary information,
  • Ensure highest degree of ethical standards is met and understanding that activities involving fraud, theft and other illegal activities will not be tolerated by the Corporation.


Ethical Guidelines


  1. I will always hold the betterment of the membership of the organization as my priority, including during all participation in discussions and voting matters.
  2. I recognize that I am obligated to act in a manner which will bear the closest public scrutiny.
  3. It is my responsibility to contribute to the Board of directors any suggestions of ways to improve the organization’s policies, standards, practices or ethics.
  4. I  will  not  abuse  my  position  as  a Board  member  by   suggesting  to   any  employee that I am entitled to  or  expect any  special treatment beyond regular members of the organization.
  5. I will declare any conflict of interest, be it real, potential, or apparent, which is not immediately obvious with regard to any matter being discussed in my presence during a meeting (see Board of Directors Conflict of Interest Policy).


  1. I will not knowingly take advantage of or benefit from information that is obtained in the course of my official duties and responsibilities as a Board member, and that is not generally available to membership
  2. I will be alert to information which the organization can use to develop improved policies and strategies
  3. I will protect the organizations information closely and will not release or share confidential information without the permission, preferably in writing, of the person who provided it
  4. I will maintain confidentiality of all information which the Board deems ought to be kept confidential


  1. I will be mindful of resources which are in my trust on behalf of the organization, and will help establish policies which ensure the maximization of secure and protected resources
  2. I expect to be reimbursed for legitimate expenses incurred by myself for the sake of the organization. I will keep all such expenses reasonable and justifiable and will discuss expenses which may be in question with the organization’s Chair of the Board of Directors

Gifts and Hospitality

Should business associates or others offer me gifts, favours, or benefits on a personal basis because of the business the organization does with them, I will recognize that such offers may be an effort to secure advantage from me, and I will reject such offers on the basis that it is against the organization’s policy to accept gifts from business contacts. The most I will accept will be normal promotional handouts of a nominal value.

  1. I will not routinely accept the hospitality of others. For example, when meals are taken with business colleagues, I will pay for as many meals as do my colleagues.

Representing the Organization

  1. As part of my duties as a Board member, I represent the organization informally and formally to other associations, societies, government officials, and business representatives. I recognize that it is important that I represent the organization in such a way as to leave others with a positive impression of the organization. In my duties I will preserve and enhance the good reputation of the organization and will avoid behaviour which might damage its image.


  1. The Chair of the Board of Directors of Nucleus shall ensure that the practice of this policy will be fair, just, and equitable in all situations of interpretation and application.



  1. The Chair of the Board of Directors is ultimately responsible for immediate interpretation, application and enforcement of the Board’s Code of Ethics Policy. All complaints concerning a possible code of ethics violation shall be made in writing to or by the Chair with a copy provided to the complainant.

The Chair of the Board of Directors shall make an initial determination of the issue and shall attempt initial resolution of the problem with the complainer and the complainant.

If this initial attempt at resolution is not successful, the Chair shall appoint a tribunal composed of three Board members to investigate the complaint. The tribunal is required to investigate as required and submit a written report to the Chair within 30 days. The Chair will render his/her decision within ten days of receiving the tribunal’s report.

The Chair of the Board of Directors’ decision may be appealed in writing to the Board of Directors for consideration at the Board’s next regular meeting at Nucleus for a final decision. The final decision shall be delivered in writing to the complainer and complainant.

Delegation and Penalties

  1. Should the Chair of the Board of Directors be the subject of a written complaint, the Vice Chair shall perform the duties normally assigned to the Chair in this matter.
  2. Penalties imposed for breach of the code of ethics may include, but are not limited to, the following:
  • Excluding the director from portions of all future meetings and discussions which relate to the stated conflict of interest, and/or
  • censure of the director, in private, in public, or both, and/or
  • removal of the director from office by a resolution passed by a majority vote of the members voting at an annual or special general meeting of Nucleus Independent Living’s members, provided that notice of such a proposed resolution is given with the notice calling the meeting.


Reviewed January 2019

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