Officers’ Code of Conduct

Being elected to serve on the Stonewall Kickball DC Executive Board is a high honor and privilege, but one that carries with it a serious responsibility to serve the interests of the Stonewall Kickball DC and its members. It is the desire of Stonewall Kickball DC that all Officers should conduct themselves and perform their duties in an exemplary fashion, commensurate with the position of leadership that has been bestowed upon them by the membership. Officers must always abide by the legal duties of care, loyalty and obedience pertaining to their role. As fiduciaries of Stonewall Kickball DC resources and guardians of its mission, each Officer has basic responsibilities that derive from these legal duties:

  • To support the mission and purpose of Stonewall Kickball DC and to abide by its Bylaws and policies,
  • To be diligent in preparation for, attendance at, and participation in Board meetings and related activities on behalf of Stonewall Kickball DC,
  • To ensure that the financial and business affairs of the Stonewall Kickball DC are, to the best of the Officer’s awareness, managed in a responsible manner,
  • To act always in good faith and in the best interests of Stonewall Kickball DC, above any personal interest, and
  • To maintain the confidentiality of sensitive or proprietary information obtained as a result of Board service.

Officers must also recognize that the Board acts only as a collective entity. Success depends on the contributions of all Board members and their ability to work well together. With the goal of embedding these core principles into the culture of the Board, this Policy establishes standards of conduct expected of each Board member.

Individual Conduct

To properly serve Stonewall Kickball DC and its members, each Officer must at all times act with dignity and integrity, both inside and outside of Board meetings, reflecting Stonewall Kickball DC’s high standards for ethical behavior and professionalism.

  1. Each Officer sets the tone for Stonewall Kickball DC members by acting as a leader and serving as an example of dedication, integrity and professional conduct.
  2. An Officer should take no action that could discredit the reputation or credibility of Stonewall Kickball DC.

Financial Responsibility

Each Officer serves as a fiduciary of Stonewall Kickball DC’s resources and is accountable to the members for prudent management of Stonewall Kickball DC’s financial and business affairs.

  1. An Officer should read and understand Stonewall Kickball DC’s financial reports, committee reports and other documents pertaining to the operations of Stonewall Kickball DC.
  2. An Officer should actively engage in decisions relating to the allocation of resources and monitoring of financial performance.

Board Commitments

Each Officer must devote the time and resources reasonably necessary to fulfilling their commitments to Board activities.

  1. An Officer should demonstrate due diligence in preparation for and attendance at Board meetings and other activities on behalf of Stonewall Kickball DC.
  2. An Officer should, to the best of their ability, be informed about the needs and opinions of Stonewall Kickball DC membership and should ask any questions necessary to be fully informed about the issues being addressed by the Board, before making decisions.
  3. A Board member should give open and fair consideration to diverse and opposing viewpoints.
  4. A Board member should exercise independent judgment and should not hesitate to express dissenting opinions in an appropriate manner during Board deliberations.

Relations Among Officers

Each Officer must foster an environment of respect, cooperation, and collegiality. An Officer must not unduly disrupt the Board from operating in an efficient and effective manner.

  1. An Officer member should treat other Officers with courtesy and allow other Officers to express their views.
  2. An Officer should respect the differing opinions of others. Officers may disagree on issues, but disagreements should be directed at the issue; personal ad hominem attacks are not acceptable.
  3. An Officer should never undermine, sabotage, or falsely impugn another Officer. This is not intended to preclude an Officer, acting in good faith, from reporting a suspected violation of this Policy under the compliance provisions described herein, or from separately filing a disciplinary complaint regarding an alleged violation by another Officer of Stonewall Kickball DC’s (or other applicable) Code of Conduct.


Transparency in governance and having input from Stonewall Kickball DC membership are both important considerations for the Board. Officers must, however, balance those considerations against their legal and fiduciary obligations to maintain the confidentiality of sensitive or proprietary information obtained as a result of Board service. In addition, maintaining the confidentiality of the Board’s deliberations (especially those held in executive session) is essential to having full and frank discussions necessary for effective decision-making. Therefore, subject to provisions in this Code of Conduct and the exceptions noted below, an Officer may solicit input from Stonewall Kickball DC members on matters being considered by the Board and may informally share with Stonewall Kickball DC members the actions taken and the issues considered by the Board in reaching its decisions. However:

  1. An Officer may not disclose any matters addressed in executive session to anyone not entitled to participate therein.
  2. An Officer may not disclose confidential or proprietary information obtained as a result of Board service to anyone outside the Board or Stonewall Sports, Inc.
  3. An Officer may not, in disclosing anything about the Board’s deliberations, discuss or disclose the votes of the Board or of individual Officers (including their own) unless the Board has made these votes public, or negatively characterize the positions of the Board or the points of view taken by any Officer.
  4. An Officer may not disclose anything about Board actions or deliberations if the Board has determined to defer announcement of that action or to control the dissemination of that information.

Public Statements

An Officer may not act in an official capacity or speak publicly on behalf of Stonewall Kickball DC unless empowered to do so under the Bylaws or as specifically empowered by the Board.

  1. An Officer who, by virtue of Board assignments or duties, is asked to or is expected to communicate about Board matters through an official Stonewall Kickball DC communication channel or forum is authorized to speak for the Board in that capacity and for that purpose.
  2. Except where so empowered or authorized, an Officer speaking publicly to Stonewall Kickball DC membership or in any other public forum must ensure that their statements are clearly identified as personal opinions and that they are not speaking on behalf of Stonewall Kickball DC in any official capacity or expressing the views or positions of Stonewall Kickball DC.

Support of Board Decisions

An Officer must accept and publicly support Board decisions.

  1. An Officer is encouraged to be an ambassador of Stonewall Kickball DC and, subject to provisions of this Code of Conduct, to promote the activities and actions of the Board with Stonewall Kickball DC membership and publicly. In doing so, an Officer must stay faithful to the intent of the Board as expressed in its official statements and should not reinterpret or recharacterize the Board’s actions to reflect their own view.
  2. While having the right and responsibility to exercise independent judgment and to express dissenting opinions during Board deliberations, an Officer also has the obligation outside the Boardroom to respect and support decisions of the majority, even when the Officer dissented from the majority view.
  3. An Officer who does not support a Board decision may express their opposition within the Board in an appropriate manner.
  4. An Officer must not take actions publicly or with respect to Stonewall Kickball DC membership that have the purpose of undermining the decisions or actions of the Board.
  5. An Officer who intends to publicly oppose a Board action should resign their position on the Board before doing so.