Board Code of Conduct

While acting in a Board role, each board member must:

• Act with care and diligence
• Behave honestly and with integrity
• Treat everyone with respect and courtesy
• Disclose any actual or apparent conflicts of interest
• Seek authorisation before disclosing sensitive information 
• Comply with all applicable Australian laws and statutory requirements

Each volunteer should be fully aware of the trusted and privileged position they hold and conduct themselves with the highest level of integrity and sensitivity.

We also refer to the DTE Code of Conduct

Duties of directors and officers
Directors and officers of co-operatives have certain obligations and duties under the Co-operatives National Law, March 2014. These include:

Acting honestly
Theft or misuse of co-operative funds and property is a serious offence, as is taking decisions knowing they could be harmful to the co-operative's interests.

Acting with care and diligence
Directors and officers should be:
 - adequately informed (seeking professional advice if necessary)
 - active at board meetings in response to directors' proposals and their effects on the co-operative
 - aware of management direction.

Not disclosing or misusing inside or confidential information
Officers and employees (or former officers and employees) must not use their position to harm the co-operative, or to gain advantage for themselves or someone else.
Directors must disclose any conflict between personal interest and duty as a director. If such a conflict of interest occurs, the director must not be present when the matter is discussed and decided by the board.

Ensuring the co-operative can meet its financial obligations
A co-operative director must prevent the co-operative from incurring a debt if they suspect it is insolvent, or if it would become insolvent by incurring the debt.

Common law duties
According to common law duties, a director must:
 - act in good faith
 - act with care and diligence
 - avoid conflicts of interest
 - avoid the unauthorised use of co-operative property or information
 - avoid the taking of unauthorised benefits
 - act honestly
 - act within the powers granted to them.

Statutory duties
A director's statutory duties include those set out in the Co-operatives Act 1996 which has now been superseded by the CNL March 2014. The duties specified are:
 - to act honestly
 - to exercise care and diligence
 - not to improperly use information gained as a director or misuse improperly his or her position to manage the co-operative
 - not to contravene any section of the act, particularly any applicable to directors.
Criminal penalties of up to $200,000 or five years in prison, or both, \may apply for serious breaches of duties.

Persons not permitted to be directors
People who are not permitted to be directors include:
 - the auditor of the co-operative and any employer, employee or partner of the auditor
 - undischarged bankrupts
 - a person who has been convicted of a criminal offence
 - a person disqualified from managing corporations under the Corporations Act 2001
 - a person disqualified from managing co-operatives under co-operatives law during the first five years after the conviction or release from prison.
Penalties of up to $24,000 or two years’ imprisonment, or both, may apply.

Concealment, destruction, mutilation or falsification
Any current or former officer, employee or member who engages in conduct that results in the concealment, destruction, mutilation or falsification of any securities of, or belonging to, the cooperative, or any books affecting or relating to affairs of the co-operative, or any record required to be sent, kept or delivered under Co-operatives National Law is guilty of an offence and may be penalised $10,000 or imprisoned for two years, or both.

Falsification and failure to record
Similar penalties apply to any current or former officer, employee or member who is guilty of falsification of books or computerised records, when the person knows they will be false or misleading, or who fails to record or store information when they have a duty to, with the intent to falsify an entry or render false or misleading information affecting or relating to affairs of a co-operative.

Fraud or misappropriation
A person may not, by false representation or imposition, obtain possession of property of a cooperative or, if property of a co-operative is in his possession, withhold or misapply it or wilfully apply part of it to purposes not authorised by the rules or Law. A penalty of up to $6,000 applies.

Offering or paying commission
A person must not offer or pay commission, fee or reward to an officer of a co-operative in relation to a transaction or proposed transaction between the person and the co-operative. The officer must not accept such a commission, fee or reward. A penalty of up to $6,000- or 6-months imprisonment, or both, applies. An officer found guilty is also liable to pay the co-operative double the value or amount of the commission, fee or reward.

False or misleading statements
False or misleading statements in relation to an application, request, or demand for money made to or from a co-operative can attract a penalty of up to $6,000 or 6 months imprisonment, or both. A person must not knowingly give false or misleading information or statements in a material particular, or provide information or statements by another person knowing it to be false or misleading in a material particular, to a co-operative or its officer, employee or agent.

A person must not make or authorise the making of a statement in a document for the purposes of Co-operatives National Law or filed with the Registrar knowing it to be false or misleading in a material particular, or omit, or authorise the omission of, anything knowing that the omission makes the document false or misleading in a material particular.