1. Purpose
The Board of Directors of The Humane Choices Foundation (the Organization) holds the Organization in trust for the animals, communities, and ecosystems whose interests it exists to advance. This Code of Conduct establishes the standards of integrity, conduct, and accountability expected of all Directors in the exercise of their governance responsibilities.
2. Scope
This Code applies to all members of the Board of Directors and any advisory committee members exercising governance responsibilities.
3. Fiduciary Duties
Each Director owes the Organization three core fiduciary duties:
- Duty of Care: to act with the care, diligence, and skill of a reasonably prudent person in comparable circumstances
- Duty of Loyalty: to act in the best interest of the Organization at all times, placing the Organization's interests above personal gain
- Duty of Obedience: to act in accordance with the Organization's mission, governing documents, bylaws, and applicable law
4. Standards of Conduct
Directors are expected to:
- Attend Board meetings regularly and come prepared, having reviewed agenda materials in advance
- Participate constructively in deliberations and decision-making
- Support Board decisions once made, including decisions reached by majority vote
- Disclose and manage conflicts of interest in accordance with the Conflict of Interest Policy
- Maintain the confidentiality of Board discussions, deliberations, and documents
- Represent the Organization publicly in a manner consistent with its mission, values, and approved positions
- Refrain from making public statements on behalf of the Organization without authorization
- Treat fellow Directors, staff, volunteers, and stakeholders with respect and professionalism
- Undertake ongoing learning about the Organization's mission areas, governance best practices, and applicable legal obligations
5. Mission Alignment
Directors are expected to uphold and actively champion the Organization's mission in animal welfare, vegan advocacy, and environmental support. Directors should approach their governance role with the same compassion and commitment to systemic change that defines the Organization's public work.
6. Confidentiality
Directors will keep confidential all Board discussions, strategic plans, personnel matters, financial information, and any other information designated as confidential. This obligation survives the end of a Director's term.
7. Conflicts of Interest
All conflicts of interest will be managed in accordance with the Conflict of Interest Policy. Directors must disclose potential conflicts promptly and recuse themselves from related discussions and decisions.
8. Non-Profit Accountability
Directors acknowledge that the Organization operates for the public benefit and that charitable resources must be used solely in furtherance of the Organization's charitable purposes. Directors will not derive personal benefit from organizational resources beyond reasonable reimbursement of legitimate expenses with appropriate documentation.
9. Expense Reimbursement
Directors may be reimbursed for reasonable expenses incurred in connection with Board duties, subject to the Organization's expense reimbursement guidelines and Board approval. Expense claims must be submitted with original receipts within 60 days.
10. Consequences of Breach
A Director who violates this Code may be subject to:
- Formal censure by the Board
- Removal from committee or special roles
- Removal from the Board in accordance with the Organization's bylaws
- Reporting to applicable regulatory bodies where required by law
11. Annual Review
This policy will be reviewed annually. All covered individuals will acknowledge having re-read Organization policies at least once annually.
For questions about this policy, please contact us at info@humanechoice.org.