Board of Directors Code of Ethics and Conduct

(Adopted May 6, 2017)
(Updated July 17, 2024)

106.1 Purpose

The Board of Directors hereby establishes its Code of Ethics and Conduct to provide guidance to its members regarding ethical and behavioral considerations and/or actions as they address the duties and obligations created by their term of service.

106.2. Code of Ethics

Each Board member shall adhere to the following Code of Ethics:

106.2.1. Board members shall act with integrity and in an ethical, respectful and professional manner in their interactions with each other, the Executive Director, Staff, and members of the organization, and conduct themselves in such a way as to reflect positively on the BMW MOA.

106.2.2. Board members shall maintain confidentiality regarding all sensitive and corporate private matters both during and after their term on the Board. They are required to be familiar and comply with the provisions of the BMW MOA Bylaws and the BMW MOA Policy and Procedures Manual.

106.2.3. Board members shall, in all cases, be cognizant of any situations, actions or positions taken that could be perceived as a conflict of interest. They will avoid inappropriate communications with individuals trying to influence by improper means or seeking to receive personal gains through Board decisions.

106.2.4. Board members shall exercise due diligence to avoid breaches of duty via negligence, intentional action or omission.

106.2.5. Board members recognize that all Board decisions and actions are to be based on integrity, competence, and independent judgment on the merits and benefits to the BMW MOA and its members.

106.3. Standards of Conduct

Board members shall comply with the following standards of conduct:

106.3.1. A Board member shall not participate in a breach of this Code of Ethics and Conduct by themselves or another member, contribute to the concealment of such breach, or knowingly or negligently allow such breach to occur.

106.3.2. Any Board member who believes a breach of this Code of Ethics and Conduct has occurred shall report it as defined by the Policy and Procedures Manual.

106.3.3. Board members shall not accept gifts, discounts and or privileged treatment which have a total actual or estimated value in excess of $500.00 without approval of the Board.

106.3.4. Board members shall make a reasonable effort to avoid situations that, when viewed by a disinterested party, lead to the logical conclusion that a conflict of interest either exists or has the potential to exist.

106.3.5. All board members are required to sign the Code of Ethics and Conduct on a yearly basis and upon election or appointment to the Board.

106.3.6. Prior to signing the Code of Ethics and Conduct, Board members will declare to the Board, in closed session, the nature and extent of any actual or potential conflict of interest situations along with a proposed detailed mitigating strategy aimed at ensuring that Board decisions are not subjected to undue influence.

106.3.7. Board members are required to declare to the Board all actual or potential conflict of interest situations, as they arise during their tenure, and to propose a detailed mitigating strategy as described in paragraph 3.6 of this Code.

106.3.8. In considering conflict of interest situations and approval of proposed mitigating strategies, the Board will be guided by the principle that the proposed strategy will, when implemented, effectively ensure that Board decisions are not subjected to undue influence.

106.3.9. Should a Board Member declare to the Board a conflict of interest situation that, in its opinion, is of such a grievous nature that it presents an unacceptable risk to the integrity of the Board and / or the BMW MOA, that cannot be effectively mitigated, the Board must require the declarant to either end the conflict of interest situation or to resign from the Board.

106.3.10. Board members will remain cognizant that in any and all situations, whether official or social, their opinions can be interpreted as those of the Board and the BMW MOA.

106.4. General Provisions

106.4.1. All Board members pledge to honor and follow both the letter and the spirit of this Code of Ethics and Conduct as a condition of assuming office.

106.4.2. Enforcement of this Code of Ethics and Conduct shall be governed by Article III, Section 6 and/or Article II, Section 6.2 of the BMW MOA Bylaws.