Code of Conduct and Ethics Policy for Directors of the Board of Black Opportunity Fund (BOF)

Policy Name: Code of Conduct and Ethics Policy

Review Frequency:: Every 2 years
Approved by the Board:: January 12th, 2022
Date to Review Policy:: January 2024

Introduction

Black Opportunity Fund (BOF) is dedicated to helping dismantle systemic anti-Black racism by providing sustainable funding to Black led businesses and Black community serving organizations to improve the social and economic wellbeing of Canada’s Black communities. BOF recognizes and is committed to acknowledge and be sensitive to the power imbalance inherent to funder/fundee relationships, and to also use an anti-oppression and intersectional lens. We use trust based participatory decision-making processes so the communities who are most impacted by our work have a say in how we carry out our mandate.

BOF undertakes a rigorous selection process to constitute the Board with individuals of varied viewpoints and backgrounds representing the broad cross- section of Canada’s Black communities, as well as valued allies. The funders, partners, stakeholders, and members of Canada’s Black communities, which are the beneficiaries of BOF’s mission and mandate, should expect the highest standards of conduct from the Directors appointed to the Board.
Accordingly, the Board of Directors of Black Opportunity Fund (the “Board”) has adopted a Code of Conduct and Ethics to enshrine the expectation of high standards of conduct by those who are selected to serve in the capacity of board members of Black Opportunity Fund.

Guiding Principles

The critical statements of principle governing the BOF Code of Conduct & Ethics for the Board are as follows:

Directors of the BOF board are appointed to serve after a detailed process involving the Governance & Nominating Committee, to constitute the Board with individuals of varied viewpoints and backgrounds representing the broad cross-section of Canada’s Black communities;
Directors at all times shall honestly, conscientiously, and diligently serve in the best interests of Black Opportunity Fund;
Directors shall serve the interests of Black Opportunity Fund by upholding both the letter and the spirit of all applicable federal and provincial legislation and regulations, the articles and by-laws of Black Opportunity Fund, and approved policies of the Board.

Provisions Regulating Directors’ Conduct

The corporate documents that generally regulate the activities of the Directors of Black Opportunity Fund are:

The Articles of Incorporation of Black Opportunity Fund, as amended;
The by-laws of Black Opportunity Fund, as may be amended or replaced from time to time;
The Conflict-of-Interest Policy of the Board;
This Code of Conduct & Ethics and all decisions made by the Board pursuant thereto; and
Those general policies and procedures of Black Opportunity Fund that apply directly to the Board of Directors, which may be amended from time to time.

Application of Code of Conduct & Ethics

This Code of Conduct & Ethics is in effect until suspended or replaced by the BOF Board of Directors.
The Code of Conduct & Ethics applies to Directors of the Black Opportunity Fund.
In working with each other and while serving the needs of Canada’s Black communities as outlined in the statement of purpose of Black Opportunity Fund, the following principles shall be adhered to:

Participation

Directors shall demonstrate their commitment to Black Opportunity Fund by prioritizing participation in Board and Committee meetings through high attendance levels.
Directors shall prepare themselves for all Board and Committee meetings by familiarizing themselves with the meeting’s agenda and background materials to the greatest extent possible to discuss the issues, and business addressed at the meetings.
Directors shall focus on the discussions at hand and be prepared to deal with issues that may not be easily solvable.
Directors shall be members of at least one Committee of the Board.
Directors shall participate in:

Board development workshops;
strategic planning and orientation workshops;
seminars and other professional development events that enhance their skills as Board members; and
other special occasions, including events and initiatives hosted by Black Opportunity Fund.

Respect

Directors shall express their opinions, unencumbered, yet always with the goals of flexibility and compromise whenever achievable by remaining open to differing viewpoints.
Directors shall work with and respect the opinions of their peers and leave personal prejudices out of all Board and Committee discussions.
Directors shall observe parliamentary procedures and display courteous conduct in all Board and Committee meetings toward each other and staff.

Support

Directors shall affirmatively support all actions taken by the Board, even when they may be in a minority position concerning any such action.
Directors shall represent Black Opportunity Fund and the Board in a positive and supportive manner at all times and in all places.
Directors shall exercise the duties and responsibilities of their office with integrity, collegiality, and care.

Governance

Directors shall ensure that the Board performs its duties of governance.
Directors shall ensure that they understand and uphold their legal obligations to Black Opportunity Fund.
Directors shall place Black Opportunity Fund’s and its Board’s interests before their interests and immediately declare any conflicts of interest that arise.
Directors shall remove themselves from situations where their continued presence on the Board may cause embarrassment to Black Opportunity Fund or undermine the confidence of their peers.

Policy

Directors shall use their best judgment to balance the relative importance of issues determined by the Board in setting policies and avoiding operational matters that may fall under the purview of executive staff.
Directors shall educate other Board members on those matters within their area of expertise to have the Board make decisions collectively.
Directors shall uphold the BOF statement of purpose as approved by the Board, as may be amended from time to time.

Administration

Directors shall actively support Black Opportunity Fund’s Executive by providing overall direction, resources, and time frames to achieve the identified vision and ends of Black Opportunity Fund.
Directors shall publicly support actions taken by Black Opportunity Fund’s Executive to implement programs and achieve the objectives contained in Black Opportunity Fund’s plans and budgets as approved by the Board.
Directors shall recognize the difference between the role of the Board to set policies and strategic objectives and the role of the staff to implement the same.
Directors shall not create any additional work for staff without the approval of Black Opportunity Fund’s ED/CEO.

Confidentiality

Directors shall at all times maintain the confidentiality of all confidential information and records of Black Opportunity Fund and must not make use of or reveal such information or records except in the course of performance of their duties or unless the documents or information become a matter of general public knowledge.
Directors shall not use confidential information obtained through their association with Black Opportunity Fund to further their private interests or the private interests of their friends or relatives.
Directors shall comply with any Corporation policies and procedures that guide the storage, use, and transmission of any information of Black Opportunity Fund, including the use of computer databases or email systems.
Directors shall treat Board discussions as a “safe haven” for the benefit of their peers and Black Opportunity Fund’s Executive. They shall not repeat any discussions concerning Black Opportunity Fund’s business and practices, or any discussions of a personal nature of their peers and Black Opportunity Fund’s Executive, in a public setting.

Media

In the context of Black Opportunity Fund’s business and mandate, Directors shall not make comments to the media or make themselves available for interviews by the media on behalf of Black Opportunity Fund without prior approval and briefing by Black Opportunity Fund’s ED & Communications & Branding Committee chair.
Directors shall ensure that their comments to the media outside of the context of Black Opportunity Fund’s business and activities in pursuit of its mandate are attributed to them in their personal capacity and not in their capacity as Directors.

Property

Directors shall not misappropriate Black Opportunity Fund’s assets for personal use.
Directors may from time to time be entrusted with the care, management, and cost-effective use of Black Opportunity Fund’s property and resources,including the use of Black Opportunity Fund’s name. They should not make use of these resources for their own personal benefit or purposes.
Directors shall ensure that all BOF property assigned to them is maintained in good condition and accountable for such property.

Political Participation

Directors are encouraged to participate fully as private citizens in the democratic process at any level, including campaigning in elections and running for or holding public office. However, Directors engaging in such political activity shall separate those activities from their association with Black Opportunity Fund, which must remain apolitical at all times.
Directors shall clearly and unequivocally ensure that any opinions they express in the context of their political participation are their own and not those of the Black Opportunity Fund.

Responsibility

Directors must adhere to the standards prescribed by this Code of Conduct & Ethics and any applicable Conflict of Interest Policy and shall execute declarations in favour of Black Opportunity Fund and the Board to that effect.
Directors must adhere to all applicable legislation, as well as the by-laws that govern Black Opportunity Fund.
Directors must adhere to all applicable policies of Black Opportunity Fund while performing their duties or while in situations that may affect their ability to perform their duties.
Directors shall report any breaches or potential breaches of this Code of Conduct to the Board through the Chair.

Directors who have breached or are in a potential breach of this Code of Conduct & Ethics may be requested to resign or request an exemption from any such breach or potential breach by a determination of a special majority of the subject Director’s peers.