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THANK YOU AZ BLUE - The
LEGAL STUFF
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CODE OF ETHICS
Thank You AZ Blue was
started on the premise of a community coming
together to show support for Law Enforcement
Officers and Staff throughout the State of
Arizona. We are passionate, caring, generous,
and kind in our cause, striving to be genuine as
we bring smiles to our LEOs, 1 blue bag at a
time.
As we continue to move forward, we will make
mistakes, but our own compassionate spirits will
guide us in our journey.
As a group member of our organization, whether
it be a Board Member, an Officer, a Volunteer at
various events, or someone who donates at
different times during the year for our
appreciation bags and needed items for Veterans,
we all share one common goal - and that is to
make sure we conduct ourselves with compassion
and morale fortitude, that we don't cheat, or
use other's intellectual property as a means to
make a name for ourselves, and we respect
differences, even if they don't align with our
own thoughts.
We believe in the community spirit, in keeping
to our roots, and in doing so, we don't lose
sight of the reason for our organization. At all
times, we are representing something good.
This is our Code of Ethics and how we, as
members of Thank You AZ Blue, conduct ourselves.
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DONOR PRIVACY POLICY
#1. All information regarding donors, group
members of our social media groups, volunteers
and the like, including prospective and future
donors and corporate entities is strictly
confidential. Names, names of beneficiaries,
the amount of the gift, quantity, and any
other information which there is a reasonable
expectation of privacy and/or confidentiality
is strictly confidential by Thank You AZ Blue,
the Board of Directors, Officers, and
volunteers, unless written permission is given
to the aforementioned from the donor to
release information.
#2. Donors who wish to remain anonymous and
not be included in published lists of donors
must state so at the time of the gift.
Completion of the donation remittance envelope
or mention of the donor name on any
correspondence accompanying the donation is
deemed written permission to be included in
published lists of donors.
#3. Donors are welcome to request and receive
a complete copy of their records.
#4. Only authorized staff and members of the
Board of Directors of Thank You AZ Blue are
permitted to view donor files. Donors and
prospective donors may opt out of fundraising
mailings via telephone, letter, email, or in
person.
#5. Thank You AZ Blue does not sell or share
its donor and mailing lists with other
organizations. This includes deliberately
moving social media group members from one to
another without written permission to do so
first.
#6. Donors agree to supply their names,
addresses, and emails when opting in to send
supply donations for in-kind donations and
items. By doing so, donors are furnished gift
acknowledgement letters as soon as possible
after the receipt of a gift, but no later than
30 days after receipt of the gift.
WHISTLE
BLOWER POLICY
Thank You AZ Blue (herein known as "TYAZB")
requires its Directors, Officers, and
Volunteers to observe and follow high
standards of business and personal ethics
within the organization. As representatives of
TYAZB, we must practice honesty, integrity and
transparency as we fulfull our
responsibilities within this organization
following all applicable laws and regulations.
REPORTING
RESPONSIBILITY
This Whistleblower Policy is intended to
encourage our members and others to bring
forth concerns internally so that the
President can immediately address and
correct those issues where needed. It is
the responsibility of all Board Members,
Officers, and volunteers to report
concerns about violations from TYAZB Code
of Ethics or suspected violations of law
or regulations which govern TYAZB.
REPORTING PROCEDURE
TYAZB has an open door policy and request
that volunteers and those who are
concerned share those questions, concerns,
suggestions, and complaints speak to one
of the Board Member, Officers, or Lead
Volunteer at various events.
Lead Volunteers at events are required to
report complaints and/or concerns about
suspected ethical and legal violations in
writing to Katie Barnes of Thank You AZ
Blue, who has the responsibility to review
all complaints. Concerns may also be
submitted in writing to Katie. The
Corporate Secretary, is responsible for
ensuring that all complaints about
unethical or illegal conduct are
investigated and resolved. The Compliance
Director will advise the Board of
Directors of all complaints and the
resolution, and will report at least
annually to the Treasurer any compliance
activity related to accounting or alleged
financial improprieties. The Treasurer
will immediately review the practices and
work with the various members of the Board
of Directors until the matter is resolved.
ACTING IN GOOD FAITH
Anyone who files a written complaint
concerning a violation or suspected
violation must be acting in good faith and
have reasonable grounds and supporting
documents for believing a violation has
occurred. Any allegations that prove not
to be substantiated and prove to have been
made with malicious intent or knowingly
false will be views as a serious legal
offense. Reports of violations or
suspected violations will be kept
confidential to the extent possible on the
need to conduct an adequate investigation.
The Compliance Director will notify the
person who submitted a complaint and
acknowledge receipt of the reported
violation or suspected violation. All
reports will be promptly investigated and
appropriate corrective action will be
taken if warranted by the investigation.
NO RETALIATION
It is contrary to the values of TYAZB for
anyone to retaliate against any board
member, officer, employee or volunteer who
in good faith reports an ethics violation,
or a suspected violation of law, such as a
complaint of discrimination, or suspected
fraud, or suspected violation of any
regulation governing the operations of
TYAZB. A volunteer or group member who
retaliates against another who has
reported a violation in good faith is
automatically removed as a member of this
organization.
DOCUMENT
RETENTION & DESTRUCTION POLICY
The Document
Retention and Destruction Policy identifies
the record retention responsibilities of
staff, volunteers, members of the board of
directors, and outsiders for maintaining and
documenting the storage and destruction of
the organization's documents and records
based on the laws of the State of Arizona.
The organization's staff, volunteers,
members of the board of directors, committee
members and outsiders (independent
contractors via agreements with them) are
required to honor the following rules:
DOCUMENT DESTRUCTION:
a. Paper or electronic documents indicated
under the terms for retention in the
following section will be transferred and
maintained by the Corporate Secretary and
organizational Founder. All other paper
documents will be destroyed after three
years;
c. All other electronic documents will be
deleted from all individual computers,
data bases, networks, and back-up storage
after one year;
d. No paper or electronic documents will
be destroyed or deleted if pertinent to
any ongoing or anticipated government
investigation or proceeding or private
litigation; and
e. No paper or electronic documents will
be destroyed or deleted as required to
comply with government auditing standards
within the Internal Revenue Service.
TRAVEL
REIMBURSEMENT POLICY
A. Until such a time as the operating budget
for Thank You AZ Blue, herein known as
"TYAZB", permits for a Board of Directors
allocation and majority vote, it is the
policy of TYAZB to not reimburse volunteers
for traveling to and from bagging events,
delivery events, fundraisers, organizational
meetings, and social events.
B. Once a Travel Compensation/Reimbursement
budget has been approved by the Board of
Directors, and budgetary concerns have been
met, volunteers seeking reimbursement must
complete the Travel
Reimbursement Request Form.
The form must be fully and accurately
completed, and submitted to the Board of
Directors within 60 days prior to the travel
reimbursement request. All receipts should
be scanned/attached and submitted with the
form.
C. Additional information will become
available for volunteers once our
organization has a fully approved travel
budget.
BOARD
MEMBER COMPENSATION POLICY
All Board Members and Officers are serving
on the Board of Directors in a volunteer
capacity. No compensation, with the
exception of the IRS rules for donations of
more than $600 per year with the year end
donation statement, are given to a Board
Member of this organization.
Board Members sign a Conflict of Interest
Policy as well as refrain from using family
members corporations to future monetary
gains.
JOINT
VENTURE POLICY
Unless and until the opportunity presents
itself, Thank You AZ Blue will not partake
in any join ventures with for-profit
corporations. Should the opportunity arise,
where Thank You AZ Blue teams up with
another non-profit 501(c)3 organization for
the purpose of a social event, this is not
deemed a joint venture. For social events,
both TYAZB and the other non profit
organization share equally in the
opportunity for fundraising, networking, and
public interaction/information.
At such a time when the Board of Directors
determines that a Joint Venture opportunity
is beneficial to our Mission Statement and
to our organization, the Board of Directors
will perform due diligence and our
obligations by research, development, and
voting on the venture, complete with legal
advice, legal representation, and
contractual agreements.
CONFLICT
OF INTEREST POLICY
ARTICLE I: PURPOSE
The purpose of this conflict of interest
policy is to establish the procedures
applicable to the identification and
resolution of conflicts of interest in
the context of transactions or
arrangements entered into by Thank You
AZ Blue where an Interested Person
(defined below) may have a Financial
Interest (defined below) in or Fiduciary
Responsibility (as defined below)
towards an individual or entity with
which Thank You AZ Blue is negotiating a
transaction or arrangement. The
determination that a conflict of
interest exists does not prohibit the
Thank You AZ Blue from entering into the
proposed transaction or arrangement
provided that the procedures set forth
in Article III below are followed. This
policy is intended to supplement but not
replace any applicable state laws
governing conflicts of interest
applicable to nonprofit and charitable
corporations.
ARTICLE II:
DEFINITION
1. Interested Person Any director,
principal officer, or member of a
committee with board-delegated powers
who has either a direct or indirect
financial interest, as defined below; or
a fiduciary responsibility to another
organization, is an interested person.
2. A person has a Financial Interest if
the person has, directly or indirectly,
through business, investment or family
(which are spouse, children and step
children, and other relatives living
with such person). Ownership and/or
potential ownership, investment
interest, compensation arrangement, in
any entity which Thank You AZ Blue has a
transaction or arrangement, and/or is
negotiating a transaction, contract, or
arrangement, including but not limited
to Grants.
3. Compensation is defined as direct and
indirect monies paid for work or
service, as well as gifts or favors that
are substantial in nature. Gifts and
favors defined as any gratuitous
service, loan, discount(s), money,
articles of value. This does not include
loans from financial institutions,
articles of minimal value, and items
normally used for sales and promotions,
ordinary, "business lunches", or
reasonable entertainment which is
consistent with local social and/or
business customs.
4. A Financial Interest is not
necessarily a conflict of interest.
Under Article III, Section 2, a person
who has a Financial Interest may have a
conflict of interest only if the board
or appropriate committee decides that a
conflict of interest exists.
5. A person has a Fiduciary
Responsibility towards an organization
or individual if he or she occupies a
position of special confidence, holds
property in trust in which another
person has the benefits of interest, or
who receives and controls the income of
another. The duty of loyalty and/or duty
of care is defined as serving on another
organization as an officer or director
with similar responsibilities.
6. A duty of loyalty requires the person
to refrain from dealing with the
organization on behalf of a party having
an interest adverse to the organization
and refrain from competing with the
organization.
7. A duty of care requires the person to
discharge his or her duties in good
faith and in a manner he or she
reasonably believes to be in the best
interests of the organization.
8. A Fiduciary Responsibility is not
necessarily a conflict of interest.
Under Article III, Section 2, a person
who has a Fiduciary Responsibility may
have a conflict of interest only if the
board or appropriate committee decides
that a conflict of interest exists.
ARTICLE III:
PROCEDURES
1. Duty to Disclose In connection with
any actual or possible conflicts of
interest, an interested person must
disclose the existence and nature of his
or her Financial Interest or Fiduciary
Responsibility and all material facts to
the directors and members of committees
with board-delegated powers considering
the proposed transaction or
arrangements.
2. Determining Whether a Conflict of
Interest Exists After disclosure of the
Financial Interest or Fiduciary
Responsibility and all material facts,
and after any discussion with the
interested person, he or she shall leave
the board or committee meeting while the
final determination of a conflict of
interest is discussed and voted upon.
The remaining board or committee members
shall decide if a conflict of interest
exists.
3. Procedures for Addressing the
Conflict of Interest:
a. An interested person may make a
factual presentation at the board or
committee meeting, but after such
presentation, he or she shall leave
the meeting during the discussion of,
and the vote on, the transaction or
arrangement that results in the
conflict of interest. An interested
person shall not actively participate
in the discussion of, or vote on, the
transaction or arrangement that
results in the conflict of interest,
either formally at a board or
committee meeting or informally
through contact with individual board
or committee members. In addition, the
interested person should not be
counted in determining whether a
quorum is present for the board or
committee meeting at which the
transaction or arrangement that
results in the conflict of interest is
to be voted upon.
b. The chair of the board or committee
shall, if appropriate, appoint a
disinterested person or committee to
investigate alternatives to the
proposed transaction or arrangement.
c. After exercising due diligence, the
board or committee shall determine
whether Thank You AZ Blue can obtain a
more advantageous transaction or
arrangement with reasonable efforts
from a person or entity that would not
give rise to a conflict of interest.
d. If a more advantageous transaction
or arrangement is not reasonably
attainable under circumstances that
would not give rise to a conflict of
interest, the board or committee shall
determine by a majority vote (or other
voting requirement), as provided in
the Bylaws of Thank You AZ Blue of the
disinterested directors whether the
transaction or arrangement is in the
interest of Thank You AZ Blue and for
its own benefit and whether the
transaction is fair and reasonable to
Thank You AZ Blue and shall make its
decision as to whether to enter into
the transaction or arrangement in
conformity with such determination.
4. If the board or committee has
reasonable cause to believe that a
member has failed to disclose actual or
possible conflicts of interest, it shall
inform the member of the basis for such
belief and afford the member an
opportunity to explain the alleged
failure to disclose.
If, after hearing the response of the
member and making such further
investigation as may be warranted in the
circumstances, the board or committee
determines that the member has in fact
failed to disclose an actual or possible
conflict of interest, it shall take
appropriate disciplinary and corrective
actions.
ARTICLE IV: RECORDS
OF PROCEEDINGS
The minutes of the board and all
committees with board-delegated powers
shall contain:
a. the names of the persons who
disclosed or otherwise were found to
have a Financial Interest or a
Fiduciary Responsibility in connection
with an actual or possible conflict of
interest, the nature of the Financial
Interest or Fiduciary Responsibility,
any action taken to determine whether
a conflict of interest was present,
and the board's or committee's
decision as to whether a conflict of
interest in fact existed.
b. the names of the persons who were
present for discussions and votes
relating to the transaction or
arrangement, the names of the persons
who recused themselves from such
discussion and votes, the content of
the discussion, including any
alternatives to the proposed
transaction or arrangement, and a
record of any votes taken in
connection therein.
ARTICLE
V: COMPENSATION COMMITTEES
A voting member of any committee with
board-delegated powers whose
jurisdiction includes compensation
matters and who receives compensation,
directly or indirectly, from Thank You
AZ Blue for services is precluded from
voting on matters pertaining to that
member's compensation.
ARTICLE VI: ANNUAL
STATEMENTS:
Each director, principal officer, and
member of a committee with
board-delegated powers annually shall
sign an acknowledgement and disclosure
form which affirms he or she has
received and reviewed a copy of the
Conflict of Interest Policy and agreed
to comply with its terms, including,
disclosure of any Financial Interest in
or Fiduciary Responsibility towards any
entity he/she believes they may enter
into a proposed transaction with Thank
You AZ Blue in the upcoming year.
ARTICLE VII: PERIODIC
REVIEWS
To ensure that Thank You AZ Blue
operates in a manner consistent with its
charitable purposes and that it does not
engage in activities that could
jeopardize its status as an organization
exempt from federal income tax, periodic
reviews shall be conducted. The periodic
reviews shall, at a minimum, include the
following subjects:
a. Whether compensation arrangements
and benefits are reasonable and are
the result of arm's-length bargaining.
b. Whether any grants are made to
disqualified persons, or otherwise
result in an excess benefit
transaction.
c. Whether arrangements with other
organizations conform to Thank You AZ
Blue's applicable written policies,
are properly recorded, reflect
reasonable payments for goods and
services, if any, further Thank You AZ
Blue's charitable purposes and do not
result in income, assets, or
impermissible private benefit.
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