Confidentiality Agreement to be signed by Board of Directors, Affiliate Board Members, Committee Members, Consultants and Staff Members:
By signing below, I acknowledge that:
- I have received a copy of the confidentiality policy;
- I have read and understand the policy;
- I agree to abide by this policy to the best of my ability in my roles as a Board member or Affiliate Board member, Committee member, Consultant or Staff Member.
I acknowledge and agree that all confidential information and/or grant files, contribution files, donor records, donor lists, charitable gift information, resource development data, manuals, letters, contracts, agreements, notes, notebooks, records, reports, memoranda and all other Foundation materials, documents and data used, prepared or collected as part of my work with the Foundation, in whatever form, are and will remain the property of the Foundation. Additionally, I acknowledge and agree that all confidential discussions with which I am a part in the course of my work, whether discussions at board meetings or board committee meetings, shall remain confidential information of the Foundation.
Accordingly, I agree that at the end of my relationship with the Foundation, I will destroy or return to the Foundation all Foundation documents and other materials or any kind which constitute or contain any confidential information, in my possession or control, regardless of how stored or maintained, including all originals, copies and compilations and all information stored or maintained on computer, tapes, discs, E-mail or any other form or technology.
Conflict of Interest Policy for Board Members, Affiliate Board Members, Committee Members and Staff Members
Purpose of this Policy
The North Carolina Community Foundation (NCCF) strives to maintain the highest ethical standards in all policies, procedures and programs and to avoid conflicts of interest whenever possible. Therefore, NCCF keeps written documentation of all actual or potential conflicts. Each director, affiliate board member, or committee member has the duty to place the interests of NCCF foremost in any dealings on behalf of NCCF, and has a continuing responsibility to comply with this policy. Although conflicts of interest are not inherently unethical, we’ve seen a greater demand for transparency in the not-for-profit sector. Some, but not all, conflicts are required to be disclosed on the organization’s IRS Form 990-Return of Organization Exempt from Income Tax. At NCCF, Board members, affiliate board members, committee members and staff members are expected to abstain from voting on matters where a conflict is determined to exist. This Policy sets forth guidelines for evaluating, reporting and handling potential and actual conflicts.
Definition of Conflict
A conflict of interest exists when the personal or professional interests of a director, affiliate board member, committee member or staff member affects his or her ability to be objective. As board members, affiliate board members, committee members and staff members are likely to be affiliated with one or more organizations in their communities, both on a professional and a personal basis, it is not unusual for actual or potential conflicts of interest to arise. However, it is expected that no director, affiliate board member, committee member or staff member shall use his or her position in such a manner that a conflict arises between the interests of the NCCF (or any of its Affiliates) and his or her personal or professional interests.
These individuals set forth above are asked to weigh carefully all circumstances and relationships in which there exists the possibility of any accusation of self-interest. For the purposes of this Policy, the “family” of an individual is meant to include his or her life partner, ancestors, brothers and sisters (whether whole or half blood), children (whether natural or adopted), grandchildren, great-grandchildren, and life partners of brothers, sisters, children, grandchildren, and great-grandchildren.
Do I Have a Conflict of Interest?
- Could you, a close friend, client, or a member of your family obtain a non-incidental benefit or substantial personal gain from the Foundation?
- Do you or a member of your family have an actual or potential ownership or investment interest in any entity with which the Foundation has or had a transaction, contract, investment, or compensation arrangement?
- Did you or a member of your family own over 35% of, or hold a key position in, a company that did or does business with the Foundation? “Doing business” includes, but is not limited to, compensation for services performed, furnishing of goods, services, or facilities, or any sale or exchange of cash or property valued in excess of $10,000.
- Did the Foundation or one of its community affiliates make a grant to a nonprofit organization of which you or your immediate family serve or served as an officer, director or employee?
- Did you have a family or business relationship with any other member of the Foundation’s Board of Directors, its officers or employees?
- Did the Foundation or one of its community affiliates make a scholarship award to an individual, or for the benefit of an individual, who is related to you?
If the answer to any of the above questions is “yes,” you must:
- Announce that you will not participate in the discussions on the matter and that you will not vote;
- State generally the nature of your interest;
- If asked to do so by the Chairman, leave the room while the matter is being discussed;
- Document conflict of interest in minutes of meeting.
- If a staff member has a conflict of interest, she should disclose it to her supervisor who will document the conflict, and said staff member should refrain from participating in any decisions or activities where her own professional and/or personal interest conflicts with NCCF’s interest.
In Advance of a Meeting
If you are aware of your potential conflict of interest before the meeting, you may submit, in writing, notice of your conflict of interest and may rely upon the Chairman to announce that you will not participate in the discussions or vote.
This policy is not intended as a substitute for the “disqualified persons” or “inurement” prohibitions established in federal and Internal Revenue Service regulations. The Conflict of Interest Policy is created in an effort to further the sound practices of the North Carolina Community Foundation.
To effectively serve the charitable interests of North Carolina’s diverse people, cultures and communities, NCCF continues to seek and retain diverse staff and board members, affiliate fund and advisory board members, donors and volunteers. The Foundation takes care that its community leadership efforts and grants programs address diverse causes and constituencies and that its policies and practices do not promote exclusivity.
Federal law makes the private foundation excess business holdings rule applicable to donor advised funds as if they were private foundations. The excess business holdings rule mandates that the holdings of a donor advised fund in a “business enterprise,” together with the holdings of people who are disqualified with respect to that fund (such as its donors, donor advisors or their family members), may not exceed any of the following:
- Twenty percent of the voting stock of an incorporated business;
- Twenty percent of the profits interest of a partnership of joint venture or the beneficial interest of a trust or similar entity or
- Any interest in a sole proprietorship.
The rules also prohibit the ownership of an unincorporated business that is not substantially related to the fund’s purposes. The Foundation will identify and monitor any new gift to a donor advised fund for any interest that would qualify as an “excess business holding.” Should the Foundation become aware of such a gift, the NCCF shall divest holdings that are above the permitted amount within five years of receipt.
The NCCF generally will not accept gifts that will violate the excess business holdings provisions described here.
Employment and Board Membership
Equal Opportunity Employment
NCCF has established the following non-discrimination policies, which cover services to clients and staff employment:
- No person is excluded from service because of race, color, national origin, religion, gender, sexual orientation, age, veteran’s status, disability, or any other characteristic protected by law.
- No person is segregated in service provision because of race, color, national origin, religion, gender, sexual orientation, age, veteran’s status, disability, or any other characteristic protected by law.
- No discrimination exists with regard to hiring, assignment, promotion or other conditions of staff employment because of race, color, national origin, religion, gender, sexual orientation, age, veteran’s status, disability, or any other characteristic protected by law.
- No discrimination exists with regard to membership on the Board of Directors because of race, color, national origin, religion, gender, sexual orientation, age, veteran’s status, disability, or any other characteristic protected by law.
All employees are required to support these policies, and to practice non-discrimination in their relationships with other employees. Any questions or concerns about any type of discrimination in the workplace should be brought to the attention of the employee’s supervisor or the President if the employee is uncomfortable speaking with the supervisor. Complaints will be investigated and appropriate action taken. Any concerns and reports can be made without fear of reprisal from anyone employed by NCCF. If anyone is found to be engaging in any type of unlawful discrimination they will be subject to disciplinary action, up to and including termination of employment or relationship with NCCF.
In order to be considered for a grant from NCCF: Organizations must offer programs and services without discrimination on the basis of age, race, national origin, ethnicity, gender, physical ability, sexual orientation, political affiliation or religious belief.
It is the policy of the North Carolina Community Foundation that its operations are conducted according to the highest standard of integrity, and that its officers, directors, employees, consultants, volunteers, interns, vendors, and other agents observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the organization, all applicable laws and regulations must be followed, honesty and integrity must be practiced in fulfilling all responsibilities and all situations must be avoided that might conflict with responsibilities undertaken on behalf of the community foundation. It is a federal crime for any organization – nonprofit or for-profit- to retaliate against a “whistleblower” who reports illegal, unacceptable, or suspicious activity (“Concerns”). The following is intended to encourage and enable the reporting of Concerns within the Foundation in order to prevent, detect and correct improper activities.
All officers, directors, employees, including temporary employees, consultants, volunteers, interns, vendors and other agents are covered by the scope of this policy and its guidelines.
The objectives of the Whistleblower and Fraud Reporting Policy (“Policy”) are to establish policies and procedures for:
- Reporting Concerns on a confidential, anonymous basis regarding
- questionable accounting or auditing matters,
- violation or noncompliance with a state or federal statute, rule or regulation,
- violation of Foundation policies and procedures, or
- unsafe working conditions or work practices in the exercise of Foundation business, either at the offices of the Foundation or elsewhere by employees, officers, directors, volunteers or other agents of the Foundation;
- Receipt, retention, and treatment of complaints received by the organization regarding such Concerns; and
- Protection of anyone reporting Concerns in good faith from retaliatory actions.
It is the responsibility of all those noted in the Scope of the Policy to report questionable or improper accounting or auditing matters or other Concerns as described above.
No officer, director, employee, including a temporary employee, consultant, volunteer, intern, vendor or other agent who reports a Concern in good faith shall be subject to retaliation or, in the case of an employee, adverse employment consequences. Any individual who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including dismissal from the volunteer position or termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.
Procedures for Reporting Concerns
- Employees and Consultants. Whenever possible, an individual should seek to resolve Concerns by reporting issues directly to his supervisor. If, for any reason, the individual is uncomfortable speaking to his supervisor or does not believe the Concern is being properly addressed, the individual should report the Concern directly to the President/CEO of the Foundation. If the individual does not believe that these channels of communication can or should be used to express his Concern, the individual should report the Concern directly to a member of the Foundation’s Audit Committee. Concerns may also be submitted anonymously in writing or via voice mail to an Audit Committee member. Contact information for the President/CEO and a listing of Audit Committee members may be obtained from the Foundation’s website or by calling the Foundation at (919) 828-4387.
- Officers, Directors, Interns, Volunteers, Vendors and Other Agents. Officers, directors, interns, volunteers, vendors and other agents may report Concerns to the President/CEO or directly to a member of the Foundation’s Audit Committee. If the officer, director, intern, volunteer, vendor or other agent is uncomfortable reporting to any of these individuals, or is he does not believe the Concern is being properly address, the report should be escalated directly to the Chair of the Foundation’s Board of Directors.
Handling of Reported Concerns
All reported Concerns filed in accordance with this policy will be investigated by the Foundation with due care and promptness. Matters reported internally without initial resolution will be investigated by the President/CEO of the Foundation to determine if the allegations are true, whether the issue is material and what actions, if any, are necessary to correct the problem. The Foundation staff will issue a full report of all matters raised under this policy to the Audit Committee. For matters reported directly to a member of the Audit Committee or the President/CEO, the Audit Committee shall promptly acknowledge receipt of the complaint to the complainant if the complainant is known. An investigation will be held to determine if the allegations are true, whether the issue is material and what corrective action, if any, is necessary. Upon the conclusion of this investigation, the Audit Committee shall promptly report its findings to the Executive Committee of the Board. The Audit Committee shall have full authority to investigate Concerns raised in accordance with this policy and may retain outside legal counsel, accountant, private investigators, or any other resource that the committee reasonably believes is necessary to conduct a full and complete investigation of the allegations.
Acting in Good Faith
Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, a violation of state or federal law, a violation of the Foundation’s policies and procedures or another Concern described above. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly or with the foreknowledge the that allegations are false, will be viewed as a serious disciplinary offense and may result in discipline, up to and including dismissal from the volunteer position or termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.
Reports of Concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Disclosure of reports of Concern to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in discipline, up to and including termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.
This policy will be distributed to all officers, directors, employees and volunteers (where possible) of the Foundation, shall be included in the Employee Handbook and shall be posted on the Foundation’s website so that Concerns may be reported by external parties.