PREAMBLE
This Ethics Policy is adopted by the Board of Directors (collectively, the “Board” or the “Directors” and individually a “Director” or a “Member”) of The 300 Society (“The Society”). The Board is committed to maintaining the highest legal and ethical standards in the conduct of the business of The Society, and to protecting the integrity and reputation of The Society, the Board and all the employees, donors, volunteers and programs of The Society.
Under established principles of law and sound business ethics, the Directors and the employees of The Society (the “Staff”) are responsible for exercising their duties honestly, in good faith, and with a reasonable amount of diligence and care. Accordingly, the Directors and Staff have an obligation to keep the welfare of The Society at all times paramount in order to ensure that they 1) do not compromise their independence of judgment, 2) preserve confidence and trust in the organization and the Board, and 3) protect and fulfill the mission of The Society. Every Director and member of the Staff has a duty of loyalty to The Society. Therefore, other activities and financial interests must be arranged so as not to interfere with the primacy of that commitment. This policy will assist Directors and Staff as they identify actual or potential conflicts of interest and provide the Board with a procedure to address any conflicts.
ETHICAL PRINCIPLES
Personal and Professional Integrity: The Board and Staff, as well as volunteers and advisors of The Society, must conduct themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest, as set forth below.
Financial Stewardship: The Society manages its funds responsibly and prudently. It oversees the funds entrusted to it consistent with donor intent and to support the public purpose of The Society and the communities in which it operates. It ensures that all spending practices and policies are reasonable and appropriate and all financial reports are factually accurate and complete in all material respects. As a tax-exempt charity, The Society uses and expends its funds in a manner that advances the charitable mission and objectives of The Society and not the private interests of Directors or Staff.
Fundraising and Donor Relations: Solicitation of donors will be respectful of the needs and interests of the donor or potential donor. The Society will assure that gifts will be used for the purposes for which they were given and respect the privacy of individual donors and funds.
Grantmaking: The Society will have constructive relationships with grant seekers based on mutual respect and shared goals, and will seek to understand and respect the mission, organizational capacity and needs of grant seeking organizations.
Inclusiveness and Diversity: The Society seeks to promote inclusiveness and diversity among its Staff, Board and community partners and hopes to benefit from the perspectives of many different individuals and organizations within the community.
Transparency: The Society provides comprehensive and timely information to the public and is responsive to reasonable requests for information about its activities.
Accuracy and Retention of Records: The Society will create and maintain records that satisfy operational and legal requirements including federal, state and local laws.
Political Activities: The Society will generally refrain from conducting political activities. Unless otherwise expressly authorized by the Board, the Board, Staff, volunteers, vendors and contractors must not use their relationship with The Society to promote or oppose candidates or parties or to create the appearance that The Society endorses or opposes a candidate or party.
Endorsements and Use of The Society’s Name: The Society’s name may not be used by any person to endorse or gain support for a cause without express authorization from The Board.
Questions, Concerns or Reports of Violations: Questions should be directed to the Chair of the Board of Directors. If you believe a colleague is violating the obligations or expectations of this Section I, or otherwise acting in an illegal or unethical manner, it is your duty to report it. Doing so is not an act of disloyalty, but of loyalty to The Society and the principles that it intends to uphold and the type of community that it hopes to foster in all areas of its service. A report also safeguards the reputation and assets of The Society, and can safeguard an individual from criminal, civil or disciplinary action for failure to report a crime or ethical lapse.
Staff Obligations: In addition to this policy, staff members shall also be obliged to conduct themselves in accordance with, among other things, the employee policies of The Society, such as the employment conflicts of interest policy.
BOARD CONFLICTS OF INTEREST
Standard of Disclosure: For purposes of this policy, the standard of disclosure shall be to the best knowledge and belief of the disclosing party.
Conflict of Interest Defined. For purposes of this policy, the following circumstances shall be deemed to create potential Conflicts of Interest:
Direct Interest:
A Director or Family Member has an existing or potential Material Financial Interest in a Transaction that impairs or might reasonably impair the independent, unbiased judgment of the Director in the discharge of his or her responsibilities to The Society; or
Indirect Interest:
A Director has a Material Financial Interest in another entity which is a party to the Transaction, including without limitation a Potential Grant Recipient; or
A Director or Family Member has a Material Affiliation or other relationship with the other parties to a Transaction, including without limitation a Potential Grant Recipient; or
A Director has a Material Affiliation with another entity that is a party to the Transaction, including without limitation a Potential Grant Recipient.
iii. Disclosure of Client Names: Nothing herein shall require that any Director disclose the name of a client or clients in order to disclose a Conflict of Interest. It shall be sufficient that a Director discloses a potential Conflict of Interest, with names excluded.
Other Definitions
Affiliation or Affiliate: A Director has an affiliation or is affiliated with an entity if he or she or any of his or her Family Members holds any of the following positions with such entity:
member of the Board of Directors or other governing body;
member of any committee or subcommittee of any governing body;
trustee;
officer;
employee;
consultant with sufficient influence to control or substantially benefit from the affairs of the entity;
donor of sufficient amounts to control or substantially benefit from the affairs of the entity;
volunteer with sufficient influence to control or substantially benefit from the affairs of the entity, or
other position of influence, if the influence is sufficient to control or substantially benefit from the affairs of the entity.
Confidential Information: Including but not limited to any information marked or otherwise noted by The Society as confidential, any proprietary information of The Society, or any non-public information that might be useful to any party if disclosed. Provided that, any information that is otherwise public or any information disclosed under power of subpoena, shall not be construed to be Confidential Information.
Conflict of Interest: Any circumstance described in II.b. above.
Family Member: Any spouse, child, parent, domestic partner, spouse of a child, or person living in the household of a Director.
Material Affiliation: An affiliation that impairs or might reasonably impair the independent unbiased judgment of the Director in the discharge of his or her responsibilities to The Society.
Material Financial Interest: A direct or indirect (through an Affiliate or Family Member) ownership interest of sufficient amount to provide influence over the activities of any corporation, partnership, limited liability company, unincorporated association or other entity, or ownership of a general partnership interest of any size.
Potential Grant Recipient: Any person, organization or entity that has applied to The Society for a competitive grant of money or services.
Transaction: Any agreement, relationship or activity to which The Society is a party that involves:
the sale or purchase of goods or services, including without limitation real property, personal property, goods, services or rights of any kind, or
providing or receipt of a loan or grant of any kind.
Procedures.
Prior Disclosure: The disclosure of a Conflict of Interest should occur prior to entering into the proposed Transaction and prior to any consideration of the proposed Transaction by the Board.
Transaction Subject to Board Action:
When in Attendance: Prior to Board action on a Transaction involving a Conflict of Interest, a Director having a Conflict of Interest, who is in attendance at the meeting at which the Transaction shall be considered, shall disclose all facts material to the Conflict of Interest, except client names as provided in 2.b.iii. Such disclosure shall be made as soon as the Conflict of Interest is known to the Director.
Transaction Not Subject to Board Action: A Director who has a Conflict of Interest with respect to a Transaction that is not the subject of Board action shall disclose to the Chair of the Board any such Conflict of Interest. Such disclosure shall be made as soon as the Conflict of Interest is known to the Director.
Untimely Disclosure: If a Director fails to disclose the Conflict of Interest before the Board acts on a Transaction as to which a Director has a Conflict of Interest, then the Director shall promptly submit a written statement to the Board setting forth all facts material to the Conflict of Interest, along with an explanation concerning the untimely nature of the notice.
Failure to Disclose: If the Board has reasonable cause to believe that a Director failed to disclose an actual or potential conflict of Interest, the Board shall inform the Director of the basis for such belief and afford the Director an opportunity to explain the alleged failure to disclose. After hearing the Director’s explanation and conducting such investigation as may be warranted under the circumstances, the Board may determine that the Director failed to disclose an actual Conflict of Interest. In such event, the Board shall vote on corrective action, which shall be either reprimand (confidential or public, in the discretion of the Board) or dismissal from the Board.
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Vote by Disinterested Board Members
Nonparticipation of Board Member with Conflict: A Director who has a Conflict of Interest shall not vote nor participate in nor be permitted to hear the Board’s discussion of the matter, except to disclose material facts and to respond to questions. Such Director shall not attempt to exert his or her influence with respect to the matter, either during or outside the meeting.
Action by Disinterested Board Members: After disclosure of a potential Conflict of Interest, disinterested members of the Board shall determine whether a Conflict of Interest exists. If the Board concludes that a Conflict of Interest exists, the Board shall determine by voting whether the Transaction should be authorized, approved or ratified. The vote shall be conducted as follows:
Conflict Directors Depart: Directors with a Conflict of Interest shall leave the room in which the meeting is conducted.
Majority of Disinterested Directors Required to Approve: A majority of the disinterested Directors, without regard to any quorum requirement, must vote affirmatively for the Transaction to be authorized, approved or ratified. However, a Transaction cannot be authorized, approved or ratified by a single Director.
Vote Not Disallowed by Presence of Conflict Directors: The presence of or a vote cast by a Director with a Conflict of Interest in a Transaction does not affect the validity of a vote regarding the Transaction, if the Transaction otherwise is authorized, approved or ratified as prescribed in subsection ii.2.b.
Documentation. The Board Secretary shall keep accurate minutes reporting:
Conflict Disclosed: That the Conflict of Interest was disclosed;
Nonparticipation of Board Member with Conflict: That the Director or Directors with a Conflict of Interest left the room and did not participate in the vote regarding the Transaction; and
Vote of Disinterested Board Members: That the remaining, disinterested Directors reviewed the Transaction and voted upon it, and the result of their vote.
Reporting Potential Conflicts of Interest
A Director shall report violations or concerns regarding potential violations of this policy, and violations or concerns regarding potential violations of laws, regulations, rules, practices, procedures or other policies to the Chair, Vice Chair or staff of the Board as appropriate as soon as possible. If a Director is uncertain
regarding whether a particular act or situation is unethical or illegal, he or she shall disclose the circumstances to the Chair of the Board.
CONFIDENTIALITY
No Improper Disclosure. A Director shall exercise care not to disclose Confidential Information.
No Use of Information for Personal Benefit. A Director shall not use The Society’s property, Confidential Information or the status of his or her position to solicit business for others or in any other manner obtain a private financial, social or political benefit.
FAIR DEALING
Every Director shall deal fairly with The Society’s staff, donors, volunteers, vendors, customers, suppliers and others. Directors shall not take unfair advantage of anyone or any situation through manipulation, concealment, abuse of Confidential Information, misrepresentation of facts or any unfair practice.
DISCLOSURE AND ANNUAL REVIEW
New Board Members. Each new Director shall review a copy of this policy and shall complete the Annual Statement of Disclosure and Compliance attached hereto.
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Annual Review. Each Director shall annually complete the Annual Statement of Disclosure and Compliance. The Board shall treat completed Annual Statements of Disclosure and Compliance as Confidential Information.
The 300 Society
ANNUAL STATEMENT OF DISCLOSURE AND COMPLIANCE
I have reviewed The 300 Society (“The Society”) Ethics Policy. If a possible ethical issue arises in my responsibilities to The Society, I recognize that I have the obligation to call it to the attention of the Board of Directors as set forth in the Ethics Policy and to follow the Ethics Policy as to any consideration of any potential conflict of interest or other ethical matter.
To the best of my knowledge, the following is a listing of all organizations, institutions, corporations, partnerships or other associations or entities in which I have a Material Financial Interest (direct or indirect, as defined in the Ethics Policy) or with which I am Affiliated (also as defined in the Ethics Policy). Client names need not be disclosed if they are protected by confidentiality agreements or codes of professional ethics, but potential conflicts, without disclosure of such client names, must be noted at the time they arise.
Organization/Entity Position/Affiliation
Please describe below or on a separate sheet any relationships, positions or circumstances in which could raise an ethical issue.
I hereby certify that the information set forth on this page and any attachments is true and complete to the best of my knowledge.
____________________________________ Date: ____________
Name
____________________________________
Signature
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