IV.G. Business Conduct Policies

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IV.G.I. PRACTICE OF ETHICAL BEHAVIOR The ethical guidelines in this section apply to employees, house-level management, the board of directors, and executive officers at the BSC. Due to the unique position of house-level management residing and conducting business in the same place, this policy only applies during BSC business activity.

Unethical actions, or the appearance of unethical actions, are not acceptable under any conditions. The policies and reputation of the BSC depend to a very large extent on the following considerations:

A. Each individual guided by this policy must apply her/his own sense of personal ethics, which should include compliance with applicable laws and regulations in business situations. Applying personal ethics helps to govern behavior where no existing regulation provides a guideline.
B. Each individual guided by this policy is responsible for applying common sense and cooperative values in business decisions where specific rules do not provide all the answers.
C. In determining compliance with this standard in specific situations, individuals guided by this policy should ask themselves the following questions:
1. Does my action comply with BSC policy and guidelines?
2. Is my action legal?
3. Is my action ethical?
4. Is my action consistent with the The Cooperative (Rochdale) Principles?
5. Am I sure my action does not appear inappropriate?
6. Would I feel comfortable defending my actions publicly or in front of a review board for ethics, or am I sure that I would not feel embarrassed or compromised if my action became known within the BSC or publicly?
7. Am I sure that my action meets my personal code of ethics and behavior?
D. Each individual guided by this policy should be able to answer "yes" to all of these questions before taking action.
E. Each individual guided by this policy is responsible for the ethical business behavior of her/his subordinates as long there is evidence that the individual is aware of her/his subordinates behavior. Directors, executive officers, managers and supervisors must carefully weigh all courses of action suggested in ethical, as well as economic terms, and base their final decisions on the guidelines provided by this ethics of business conduct policy, the BSC organizational policies, as well as their personal sense of right and wrong.

IV.G.II. COMPLIANCE WITH LAWS, REGULATIONS, AND ORGANIZATION POLICIES

BSC Prohibits:

A. The willful violation of any Federal, state, local law by the individual guided by this policy during the course of the individual's involvement with the BSC;
B. The disregard or circumvention of BSC policy or engagement in unscrupulous dealings.

Individuals guided by this policy should not attempt to accomplish by indirect means, through agents or intermediaries, that which is a direct violation of the law, the ethics of business conduct policy, or the organization’s policies.

IV.G.III. CONFLICTS OF INTEREST

The ethical guidelines in this section apply to employees, the board of directors, and executive officers at the BSC. Volunteers such as house-level managers and officers are encouraged to use these guidelines to determine conflicts of interest matters in their business or governance activities.

A. Introduction: In the course of conducting the day-to-day operations of the BSC situations may arise in which a BSC decision-maker has a conflict of interest, or in which the process of making a decision may create an appearance of a conflict of interest.
B. BSC employees, directors, and executive officers have an obligation to:
1. Avoid conflicts of interest, or the appearance of conflicts, between their personal interests and those of the BSC in dealing with outside entities or individuals,
2. Disclose real and apparent conflicts of interest to the individual or group making decision (see Disclosure Requirements), and
3. Refrain from participation in any decisions on matters that involve a real conflict of interest or the appearance of a conflict.
C. What Constitutes a Conflict of Interest?
BSC employees, the board of directors, and executive officers owe a duty of loyalty to the organization and its mission. This duty necessitates that in serving the BSC they act solely in the interests of the organization and its mission and not in their personal interests or in the interests of others.
D. In the policy and guidelines for conflict of interest, BSC shall hereinafter define “interested persons” as members of the board of directors, executive officers, and employees, as well as persons with the following relationships to directors, officers, or employees:
1. Spouses, legal domestic partners, co-habiting partners
2. Siblings, children of, grandchildren of, great- grandchildren of
3. Spouses, legal domestic partners, co-habiting partners of individuals listed in 2
4. Corporations, partnerships, LLCs, and other forms of businesses in which an employee, director, or executive officer either individually or in combination with individuals listed in 1, 2, or 3, collectively possess any ownership or beneficial interest
E. Conflicts of interest arise when the interests of an interested party may be seen as competing with those of the organization and its mission. Conflicts of interest may be financial (where an interested party benefits financially directly or indirectly) or nonfinancial (e.g. seeking preferential treatment, using confidential information).
F. Examples of conflicts of interest include, but are not limited to, situations in which an executive officer, director or employee:
1. Negotiates or approves a contract, purchase, or lease on behalf of the organization and has a direct or indirect interest in, or receives personal benefit from, the entity or individual providing the goods or services;
2. Negotiates or approves a contract, sale, or lease on behalf of the organization and has a direct or indirect interest in, or receives personal benefit from, the entity or individual receiving the goods or services;
3. Employs or approves the employment of, or supervises a person who is an immediate family member of the director or employee;
4. Sells products or services in competition with the organization;
5. Uses the organization’s facilities, other assets, employees, or other resources for personal gain;
6. Receives a substantial gift from a vendor (greater than $50), if the director or employee is responsible for initiating or approving purchases from that vendor.
G. Disclosure Requirements:
A director, executive officer, or employee who believes that he/she may be perceived as having a conflict of interest in a discussion or decision must disclose that conflict to the group making the decision. Most concerns about conflicts of interest may be resolved and appropriately addressed through prompt and complete disclosure to the group or body of individuals making the decision.
H. Therefore, BSC requires the following:
1. On an annual basis, all members of the Board of Directors, the Executive Director, the President, the Vice Presidents, members of senior management, and employees with purchasing, contracting and/or hiring responsibilities or authority shall inform, in writing, the Executive Director and the President, of all reportable conflicts or confirm that there are no conflicts to report
2. Prior to the preparation of the disclosure statements, the accounting department shall distribute a list of all vendors with whom the organization has transacted business at any time during the preceding year, along with a copy of the disclosure statement;
3. The Executive Director shall review all forms completed by employees, and the Cabinet shall review all forms completed by directors, the President, the Vice Presidents, and the Executive Director, and determine appropriate resolution in accordance with the next section of this policy;
4. If a conflict arises during the year, the employee, officer or board member will immediately notify the Executive Director or the Cabinet who will determine appropriate resolution.
I. Resolution of Conflicts of Interest:
All real or apparent conflicts of interest shall be disclosed to the Cabinet and the Executive Director of the organization. Conflicts shall be resolved as follows:
1. The Audit Committee shall be responsible for making all decisions concerning resolutions of conflicts
involving directors, President, the Vice Presidents, the Executive Director, and other members of senior management.
2. The President shall be responsible for making decisions concerning resolutions of the conflict involving the chair of the Audit Committee.
3. The Executive Director shall be responsible for making all decisions concerning resolutions of conflicts involving employees, subject to the approval of the Cabinet.
An employee, executive officer or director may appeal the decision that a conflict (or appearance of conflict) exists as follows:
1. An appeal must be directed to the President, or in the case of an appeal by the President, the appeal must be directed to the Vice President of Internal Affairs.
2. Appeals must be made within 30 days of the initial determination.
3. Resolution of the appeal shall be made by vote of the full Board of Directors.
4. Board members who are the subject of the appeal, or who have a conflict of interest with respect to the subject of the appeal, shall abstain from participating in, discussing, or voting on the resolution, unless their discussion is requested by the remaining members of the board.