Board of Directors Policy Packet

PURPOSE

Youth Resources of Southwestern Indiana is a not-for-profit, tax-exempt youth development organization that exists to engage youth in leadership development and community service through its four core programs: TEENPOWER Leadership Development Program, Teen Advisory Council, Make A Difference Grants, and the Vanderburgh County Teen Court Program. The Directors Code of Ethics policy serves as a code of conduct for agency volunteers in their capacity as board members. Members of the board affirm their endorsement of the Directors Code of Ethics and acknowledge their commitment to uphold its principles and obligations by accepting and retaining membership on the board.

PROCEDURE

Members of the board (including honorary members of the board) shall at all times abide by and conform to the following code of conduct in their capacity as board members:

1. Each member of the board of directors will abide in all respects by the Directors Code of Ethics and other rules and regulations of Youth Resources of Southwestern Indiana (including but not limited to Youth Resources of Southwestern Indiana Articles of Incorporation and Bylaws) and will ensure that their membership remains in good standing at all times.

Furthermore, each member of the board of directors will at all times obey all applicable federal, state and local laws and regulations and will provide or cause to provide the full cooperation of Youth Resources of Southwestern Indiana when requested to do so by those institutions and their persons set in authority as are required to uphold the law.

2. Members of the board of directors will conduct the business affairs of Youth Resources of Southwestern Indiana in good faith and with honesty, integrity, due diligence, and reasonable competence.

4. Except as the board of directors may otherwise require or as otherwise required by law, no board member shall share, copy, reproduce, transmit, divulge or otherwise disclose any confidential information related to the operations of Youth Resources of Southwestern Indiana and each member of the board will uphold the strict confidentiality of all meetings and other deliberations and communications of the board of directors.

5. Members of the board of directors will exercise proper authority and good judgment in their dealings with Youth Resources of Southwestern Indiana staff, youth served, and the general public and will respond to the needs of Youth Resources of Southwestern Indiana’s constituents mentioned above in a responsible, respectful, positive, supportive and professional manner.

6. No member of the board of directors will use any information provided by Youth Resources of Southwestern Indiana or acquired as a consequence of the board member's service to Youth Resources of Southwestern Indiana in any manner other than in furtherance of his or her board duties. Further, no member of the board of directors will misuse agency resources and will at all times keep Youth Resources of Southwestern Indiana’s donor and other proprietary information secure and not allow any person not authorized by the board of directors to have or use such information.

7. Each member of the board of directors will use their best efforts to regularly participate in agency activities and will perform his or her assigned duties in a professional and timely manner pursuant to the board's direction and oversight.

8. Upon termination of service, it is requested that the retiring board member properly dispose of or return all retained documents entrusted to the board member for the purpose of fulfilling their board responsibilities to the Executive Director of Youth Resources of Southwestern Indiana. Such return will not abrogate the retiring board member from their continuing obligations of confidentiality with respect to donor and other information acquired as a consequence of their tenure on the board of directors.

9. The board of directors dedicates itself to leading by example in serving the needs of Youth Resources of Southwestern Indiana and its youth and will support the executive director in their efforts to lead the organization. Board members will notify the executive director or board chair directly of any concerns seen in the agency’s operations.

10. No member of the board of directors shall make an offer of employment to any employee of Youth Resources of Southwestern Indiana or shall actively engage in conduct to encourage a Youth Resources of Southwestern Indiana employee to be employed by any person or entity other than Youth Resources of Southwestern Indiana.

11. Furthermore, no member of the board of directors shall persuade or attempt to persuade any sponsor, donor, in-kind service provider or any other person or entity with an actual or potential relationship to or with Youth Resources of Southwestern Indiana to terminate, curtail, or not enter into its relationship to or with Youth Resources of Southwestern Indiana, or to in any way reduce the monetary or other benefits to Youth Resources of Southwestern Indiana of such relationships.

12. The board of directors must act at all times in the best interests of Youth Resources of Southwestern Indiana and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, board members will identify the conflict (through the annual Conflict of Interest Policy) and, as required, remove themselves from all discussion and voting on the matter. Specifically, board members shall follow these guidelines:

a. Avoid placing (and avoid the appearance of placing) one's own self-interest or any third-party’s interest above that of Youth Resources of Southwestern Indiana; while the receipt of incidental personal or third-party benefit may necessarily flow from certain agency activities, such benefit must be merely incidental to the primary benefit to Youth Resources of Southwestern Indiana and its purposes;

b. Do not abuse board membership by improperly using board membership or Youth Resources of Southwestern Indiana staff, services, donor information, equipment, resources, or property for personal or third-party gain or pleasure. Board members shall not represent to third parties that their authority as a board member extends any further than that which it actually extends staying on task with strategic not tactical management;

c. Do not engage in any outside business, professional or other activities that would directly or indirectly materially adversely affect Youth Resources of Southwestern Indiana;

d. Do not engage in or facilitate any discriminatory or harassing behavior directed toward agency staff, youth, directors, program participants, volunteers, sponsors, donors or others in the context of activities relating to Youth Resources of Southwestern Indiana;

e. Do not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from anyperson or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to Youth Resources of Southwestern Indiana without fully disclosing such items to the board of directors.

I have read the Directors Code of Ethics and agree to follow its provisions in carrying out my duties as a director of Youth Resources of Southwestern Indiana.

PURPOSE              

The purposes of this policy are to show our employees and constituents that Youth Resources of Southwestern Indiana is committed to the highest possible standards of ethical, moral, and legal conduct. Throughout its existence, Youth Resources of Southwestern Indiana has implemented governance policies designed to ensure strong stewardship of the Youth Resources of Southwestern Indiana’s assets and to require that Directors, Officers, Agents, and Employees observe the highest standards in business and personal ethics. Youth Resources of Southwestern Indiana has adopted a stringent Conflict of Interest Policy and implemented appropriate internal controls designed to ensure compliance with applicable laws and regulations, as well as relevant audit standards.

PROCEDURE

Reporting of Inappropriate or Questionable Actions

Consistent with the recognized duties of care and loyalty under Indiana law, it is the responsibility of all Directors, Officers, Agents, and Employees of the Youth Resources of Southwestern Indiana to ensure that Youth Resources of Southwestern Indiana complies with applicable laws, regulations, and internal control policies. To that end, any Director, Officer, Agent, or Employee, who suspects a violation of any such law, regulation, or internal control policy, should report the suspected violation to Youth Resources of Southwestern Indiana’s Executive Director immediately. If the reporting party is not comfortable reporting such to the Executive Director, whether due to concern that the Executive Director might be involved with the concern or for any other reason, the reporting party should report such instead to the Chair of the Board of Directors.

Retaliation Protection

Any report made pursuant to this policy shall be treated with seriousness and respect. No Director, Officer, Agent, or Employee who makes a report in good faith shall suffer harassment, retaliation, or adverse employment consequences. Any Director, Officer, Agent, or Employee who engages in retaliation against a reporting person shall be subject to appropriate disciplinary action. This policy is designed to encourage everyone involved with Youth Resources of Southwestern Indiana to feel comfortable raising concerns regarding on-going governance efforts. However, any unsubstantiated report which proves to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Executive Committee Role

Any report made pursuant to this policy involving Youth Resources of Southwestern Indiana’s fiscal internal controls, accounting practices, or investments, shall also be forwarded by the appropriate party to the Executive Committee for their consideration and any necessary corrective action.

Confidentiality

Reports made pursuant to this policy may be submitted on a confidential basis or may be submitted anonymously. Such reports will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation of the report. In some circumstances, it may not be possible to take action on a report without revealing the identity of the reporting person.

REFERENCES

Conflict of Interest Policy (Below)

I have read and understood the Whistleblower Policy and agree to follow its provisions in carrying out my duties as a director of Youth Resources of Southwestern Indiana.

PURPOSE              

The purposes of this policy are to protect Youth Resources of Southwestern Indiana’s (the “Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer, Director, or Key Employee of the Organization or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Employees, board directors, and officers have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest.  The guidelines given in this policy are to provide general direction so board directors, officers, and employees clearly understand acceptable standards of operation.

Possible conflicts of interest could be found in different areas. This list is not considered exclusive:

Relatives: A conflict of interest may occur if an employee or director is able to influence a decision that may result in a personal gain for himself/herself or for a relative as a result of Youth Resources of Southwestern Indiana business dealings.  A relative is any person who is related by blood or marriage, or whose relationship with the employee is similar to that of persons who are related by blood or marriage.

Relationship With Outside Firms: No “presumption of guilt” is created by the existence of a relationship between an employee/director and an outside firm.  However, if an employee or director has any influence on transactions involving purchases, contracts, or leases, he or she must disclose to an officer of the organization as soon as possible the existence of any actual or potential conflict of interest so safeguards can be established to protect all parties.  It is within Youth Resources of Southwestern Indiana sole discretion to determine what business or organization is a competitor.

Personal Gain: Personal gain may result in cases where an employee, board director, or relative has a significant ownership in a firm with which Youth Resources of Southwestern Indiana does business.  Personal gain may also result when an employee, board director, or relative receives any kickback, bribe, substantial gift, or special consideration as a result of any transaction of business dealings involving Youth Resources of Southwestern Indiana.

Intellectual Property: The materials, products, designs, plans, ideas, and data of Youth Resources of Southwestern Indiana are the intellectual property of Youth Resources of Southwestern Indiana and should never be given to an outside firm or individual except through normal channels and with appropriate authorization.  Any improper transfer of material or disclosure of information, even though it is not apparent that an employee/director has personally gained by such action, constitutes unacceptable conduct.  Any employee or director who participates in such a practice shall be subject to disciplinary action, up to and including discharge.

Definitions:

1. Interested Person – Any Officer, Director, or Key Employee as defined by the Internal Revenue Service, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or,

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

PROCEDURE         

1. Duty to Disclose – In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and relate all of the material facts.
2. Determination of Conflict – After this disclosure, and after any discussion with the interested person, the interested person shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The remaining directors shall decide if a conflict exists.
3. Procedures for Addressing a Conflict – After the interested person has disclosed any possible conflict and related all material facts:

a. The President, if appropriate, shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement;

b. After completing this due diligence, the Organization shall determine if it can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest; and,

c. If no such arrangement can be identified, the Organization shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable.

4. Violations – If the Organization has reasonable cause to believe a Director has failed to disclose actual or possible conflicts of interest, it 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 explanation, if the Organization determines the Director has failed to disclose, it shall take appropriate disciplinary and corrective action.
5. Records – The minutes of all meetings at which a conflict is discussed shall include the names of all persons who disclosed or were otherwise found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the interest, and any action taken by the Organization. The names of the persons present, the votes relating to the transaction, the content of the discussion, and a record of any votes taken shall also be noted.

6. Compensation – Directors of the Organization shall not be paid compensation.

7. Initial Disclosure – Each potential Board Director shall complete a Board Bio Form prior to being accepted on the Board. This form shall provide the Nominating Committee and Executive Director an initial overview for potential conflicts prior to acceptance, but in no way replaces the Conflict of Interest Disclosure.

8. Annual Disclosures – Each Officer, Director, and Key Employee shall annually sign a Conflict of Interest Disclosure statement which affirms their compliance with this policy. Conflict of Interest Disclosures shall be signed at the beginning of each fiscal year.

9. Periodic Reviews – To ensure that the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews of this policy shall be conducted to ensure that its directions and record keeping requirements are being met.

10. Outside Experts – When conducting periodic reviews, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Directors of their responsibility for ensuring periodic reviews are conducted.

11. Acknowledgment – Each Officer, Director, and Key Employee as defined by the Internal Revenue Service, if any, shall sign this acknowledgment statement when joining the Board for the first time and thereafter, a disclosure statement annually. By doing so, the Officer, Director, or Key Employee affirms that such person has received a copy of this policy, has read and understood such, has agreed to comply with the policy, and understands that the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

REFERENCES

Conflict of Interest Disclosure Form (Below)
Board Bio Form (Linked here)