Code of Ethics for NAGW Board of Directors

Effective 11/18/2009

Purpose: To provide the Board of Directors of the Association with an ethical standard to guide its performance and conduct; to advise individuals of the responsibilities and obligations associated with the position of Board Member of the Association; to ensure that the Board of Directors of the Association is free from influences which result from a conflict of interest; to ensure that the appearance of a conflict of interest does not jeopardize the integrity of the Association; and to inform individuals of the procedures to be followed and the potential penalties involved when a conflict of interest occurs.

Board members affirm their endorsement of the code and acknowledge their commitment to uphold its principles and obligations by accepting and retaining membership on the Board.

Board of Directors Code of Ethics

Board members (including ex officio Board members) shall at all times abide by and conform to the following code of conduct in their capacity as Board members:


  • Membership on the Board of Directors or a committee of the Board requires that an individual accept responsibility for the commitment such a role entails.  Such a commitment includes obtaining the information and training necessary to make informed decisions directed at furthering the mission of the Association.  Any individual accepting such a responsibility must be willing to commit the time necessary to meet this responsibility.  If a Board member serving on a committee is not fulfilling his or her commitment, the President has the right to remove said Board member  from the committee.
  • Open and full discussion of issues during meetings of the Board of Directors and its committees is essential to the decision-making process and therefore is encouraged.  Board members have a responsibility to publicly support the decisions of the Board of Directors. Negative statements regarding the Association, which are made in public, may be detrimental to the Association and therefore are not acceptable.
  • Board members will conduct the business affairs of the Association in good faith and with honesty, integrity, due diligence, and reasonable competence.
  • A Board member owes allegiance to the Association and must act in the best interests of the Association while acting in his or her official capacity.
  • A Board member  should not advance his or her personal interests while in official session at the expense of the Association.
  • A Board member should not make personal attacks on other Board members, staff or members while performing official duties.
  • A Board member  may not act in an official capacity, except in the context of a meeting of the Board of Directors, unless specifically empowered to act in that capacity by an affirmative vote of a majority of Board members present at an official meeting.
  • A Board member  may not divulge or otherwise use any personal information learned during the performance of official duties as a Board member.
  • A Board member  must hold confidential all matters involving the Association until such time as there has been disclosure of that information in the minutes.
  • A Board member must use special care to protect check registers and financial data containing personal information from being read by unauthorized persons.
  • A Board member must not reveal confidential bidding information from contractors or provide unauthorized information to bidders about the review of bids or quotes.
  • A Board member  may not use information learned about an Association member during an official meeting as a topic of conversation with other Association members unless such information has been publicly disclosed in the Association minutes.
  • A Board member does not have authority to peruse files that contain private information about individual members unless in an official capacity.
  • A Board member has a duty to protect the confidentiality of information learned in the Board Member screening process.
  • Board members are ineligible to benefit from drawings held during any NAGW sponsored or NAGW organized activity.
  • Board members  who choose to enter into the Pinnacle awards are ineligible to be a judge.
  • Upon termination of service, a retiring Board member will promptly return to the Association all documents, electronic and hard files, reference materials, and other property entrusted to the Board member for the purpose of fulfilling his or her job responsibilities. Such return will not absolve the retiring Board member from his or her continuing obligations of confidentiality with respect to information acquired as a consequence of his or her tenure on the Board of Directors.

Financial Gain

  • A Board member may not use the position for personal profit, gain or other personal advantage over other members of the Association.
  • A Board member may not accept commissions or rebates that belong to the Association for his or her personal gain.
  • A Board member and those running for a position on the Board may not accept gifts or sponsorship from vendors including conference or award entry fees.
  • A Board member may not divulge or profit from the confidential information learned while performing official duties.
  • Board members will not use their board position to obtain employment in the organization for themselves, family members, or close associates. A board member who applies for employment must first resign from the board.
  • There will be no self-dealing or business by a Board member with the organization.

Conflict of Interest

Board members have a duty to disclose every personal conflict of interest to the Board. To carry out this duty, here are some guiding rules to follow.

  • A Board member is required to make a prompt and full disclosure of any material personal interest, either direct or indirect, he or she may have in a transaction to which the Association is a party.
  • A Board member who has disclosed a conflict should request that the disclosure be recorded in the official minutes of the meeting and said Director shall assure that the minutes properly record his or her abstention on any votes on matters for which a conflict may exist.
  • When the board is to decide on an issue about which a Board member has an unavoidable conflict of interest, that Board member shall absent herself or himself without comment not only from the vote but also from the deliberation.
  • A Board member may vote on an issue that benefits the Board member  if the issue is one that is decided for the general good of the Association and all its members.
  • Board members will annually disclose their involvements with other organizations or with vendors and any associations that might be reasonably seen as representing a conflict of interest.

Request for Resignation of a Board Member

Failure to comply with the NAGW Code of Ethics shall be deemed sufficient grounds for removal as defined in the NAGW bylaws Article III, Section 3.