BBP Code of Conduct for Directors / June 2019

This Code of Conduct (the ‘Code’) sets out the standards of personal behaviour and conduct required of directors of the Bristol Bike Project CIC. All Directors must sign an acknowledgement accepting their obligation to comply with this Code in its entirety.

Candidates seeking election as a director will be asked to confirm that they have read and understood it, and, if elected, must sign an acknowledgement confirming their obligation to comply with it.

Commitment to values

Bristol Bike Project is Bristol’s most comprehensive community bike project, repairing and rehoming unwanted bicycles with marginalised people in Bristol. The Project aims to help people from all walks of life get out on two wheels and for it to be an inclusive and empowering experience.

Each director will undertake their responsibilities in a way which seeks to ensure that the Project remains committed to achieving these core aims, operating in accordance with the organisation’s values, and the seven Cooperative Principles, as outlined in the Project’s handbook. They must be committed to working collaboratively and within our non-hierarchical structure, and must be committed to increasing diversity across the Project.

Directors are elected by the members of the co-operative to represent their collective interests. They should, therefore, consider whether there is sufficient evidence that the proposals they are making accord with the interests of the members, or establish mechanisms for consultation to ascertain the collective views of the membership.

Carrying out the directors’ responsibilities

Being a director brings with it a commitment to carry out all necessary duties and responsibilities which must be performed by the Directors’ Group. Each director will:

Understand and abide by their legal duties and responsibilities (see Companies Act 2006 and BBP Articles o f Association articles 56-92)
Act in accordance with the rules of the co-operative (see BBP Co-operative handbook)
Attend Directors’ Meetings, unless there is an unavoidable reason for non-attendance, and arrive promptly and well prepared for these meetings.

Standards of behaviours

In addition to fulfilling their legal duties, directors are expected to show high standards of behaviour in carrying out their responsibilities. Directors will observe the following standards:

Directors must abide by the Safer Safe policy. In their dealings with each other, employees, members and volunteers, directors must treat people politely, fairly, and with dignity and respect.
Directors must behave in a way that demonstrates their belief in the values and principles and ethical stance of the co-operative.
Directors must behave with integrity and must not bring the Project into disrepute or prejudice its general good standing in any way.

Directors’ Meetings

Directors will treat Director’s Meetings, as formal occasions, and will:

listen to the views of the directors with an open mind, seek advice or clarification where needed, express their own views, and come to their own decisions in what they believe to be in the best interests of the co-operative;
accept decisions made by the Directors’ Group, even if they disagree with it;
not resort to behaviour that could be considered aggressive or intimidating, e.g. swearing, name calling, shouting, finger pointing;
not present misleading information or behave in a way designed to mislead the Directors’ Group;
ensure that they do not attend any meetings under the influence of alcohol, or illegal or recreational drugs.

Confidentiality

Directors will treat all information which they receive in their capacity as directors, and all discussions at Directors’ Meetings, as confidential. Directors who are employees of the co-operative will take particular care not to disclose to their colleagues any confidential information which comes to them in their capacity as a director.

Conflicts of interest (see Articles 81 and 82)

Directors must avoid any situation which may lead to a potential conflict of interest.

Directors must disclose to the Directors’ Group any situation which they believe may potentially give rise to a conflict of interest (for example, taking up an appointment in another organisation). Where such a potential conflict is notified, the Directors’ Group shall decide whether the director may proceed with the situation giving rise to the conflict or whether they must avoid it.

Subject to the Project’s rules, no Director may take part or vote in any discussion on a matter in which they have a material interest. In-line with the Articles, this does not apply to a Director voting in respect of their own contract of employment.

Induction and Ongoing Professional Development

New directors must undertake an induction to ensure that they can be become as effective as possible, as quickly as possible, in their new role. Failure to do so without good reason is a serious breach of this Code.

Directors should ensure that they are properly equipped to carry out their responsibilities, taking part in relevant training. In order to keep pace with changing needs and obligations, directors must undergo appropriate training and professional development on an ongoing basis.

Breach of this Code

All directors accept that they must comply with this Code, if the Directors’ Group is to function and carry out its role properly and efficiently. Where a director is alleged to have breach of this Code, the following provisions will apply:

If the allegation is made in the course of a meeting;

the director will be requested to desist from any behaviour giving rise to the breach;
the matter may be deferred to be considered by the Directors’ Group on a subsequent occasion;
the meeting may be adjourned;
the director alleged to be in breach may be requested to temporarily leave the meeting for the matter to be discussed by the remaining directors;
the director alleged to be in breach may be excluded for the remainder of the meeting.

If the remaining directors are to consider an allegation of a breach of this Code at any time, the director alleged to be in breach shall be given the opportunity to respond to the allegation.

If the remaining directors consider that a director has committed a breach of this Code;

the breach shall be minuted;
the Directors’ Group may recommend that the director in breach undergoes training and/or disciplinary action;
the Directors’ Group may resolve to report the matter to the members at the next members’ meeting.

This Code of Conduct has been approved by the Directors of the Bristol Bike Project CIC.

Code of Conduct for Directors