Code of Business Conduct Policy


Executive Summary

Introduction

GiveMN is a support organization to the Minnesota Community Foundation. Both GiveMN and the Minnesota Community Foundation are housed with The Saint Paul Foundation. All employees of GiveMN and the Minnesota Community Foundation are leased employees of The Saint Paul Foundation.

GiveMN is committed to maintaining the highest standards of conduct and ethics. The success of GiveMN depends upon public confidence and broad public support. GiveMN expects every employee, board and board committee member, and consultant (collectively referred to as “representatives”), to read and understand this policy and its application to performance of his or her responsibilities.

What follows is a brief summary of GiveMN’s Code of Business Conduct. It is a summary only and should not be used as a replacement for or instead of the full policy. The policy covers four areas: Confidentiality, Conflict of Interest, Ethics and Encouraging Open Communication.

I. Confidentiality

GiveMN has an ethical obligation to respect the privacy of customers, clients and affiliated entities and to protect and maintain the confidentiality of information learned about these entities in the course of providing service to them. GiveMN information, including GiveMN records and copies of and excerpts from those records or the information in them, should not be used by, disclosed to, or discussed with anyone except authorized personnel. Exceptions are noted in the full policy document.

II. Conflict of Interest

Effective governance depends on deliberate, thoughtful, and objective decision-making. Decisions must be made in the best interests of GiveMN and/or its mission, be fair and reasonable to GiveMN and not be influenced by the financial or personal interests of individual GiveMN representatives. This applies to all levels of decision-making, including decisions involving matters of organizational policy, contracting for goods and services, grant making, investment of GiveMN funds and other transactions.

GiveMN representatives must fully disclose potential conflicts of interest to the appropriate individuals in accordance with the full policy in advance of any decision-making, and excuse themselves from decisions where a conflict of interest could interfere with objective decision-making.

A conflict of interest arises when a GiveMN representative who is in a position to influence a GiveMN transaction has a material interest (as described in the full document), which could influence his/her judgment regarding the transaction. Those who are considered to be in a position to influence a transaction will generally be those who recommend, consider and/or approve the transaction. It is the GiveMN’s policy to handle conflicts of interest in an open manner through an annual disclosure statement and through clear identification of actual or apparent conflicts of interest as they arise.

If a GiveMN representative is uncertain as to whether a conflict of interest exists, he/she will disclose the circumstances to the chair, chair's designee or executive director who may either determine whether a conflict of interest exists that is subject to this policy or may submit the matter to the board or committee for such a determination.

While the chair and executive director are responsible for assuring that this policy is adhered to, all GiveMN representatives are responsible for their actions related to the Policy.

Other conflicts of interest

  • GiveMN representatives are prohibited from accepting gifts or favors of any kind, including entertainment, travel, use of living quarters, etc. from any prospective, past or current donor, nonprofit or supplier.
  • GiveMN representatives must not use their GiveMN’s positions for personal gain or advantage or give that appearance.

III. Ethics – Ethical Principles

All GiveMN Representatives will:

  • Conduct themselves in an honest and ethical manner.
  • Be knowledgeable of and comply with all applicable laws.
  • Be knowledgeable of emerging issues.
  • Treat employees with honesty and respect and provide a safe and healthy work environment.
  • Be respectful of the needs and interests of our donors.
  • Value inclusiveness and diversity.
  • Provide comprehensive and timely information to the public.
  • Create and maintain records that satisfy operational and legal requirements.
  • Encourage its employees, board and board committee members to participate on their own behalf in civic activities, not as a representative of GiveMN.
  • Not use GiveMN’s names to endorse or gain support for a cause.

IV. Encouraging Open Communication

GiveMN encourages all GiveMN representatives (as defined in the Introduction) to report fraudulent, dishonest or illegal conduct or conduct that violates its Code of Business Conduct (“wrongdoing”) pursuant to the guidelines set forth in this policy. GiveMN will investigate possible wrongdoing by GiveMN representatives. GiveMN will take appropriate action against anyone found to have engaged in wrongdoing, including disciplinary action, or civil or criminal prosecution when warranted.

Code of Business Conduct Policy

Policy Statement

Introduction

GiveMN is committed to maintaining the highest standards of conduct and ethics. The success of GiveMN depends upon public confidence and broad public support. GiveMN expects every employee, board and board committee member, and consultant (collectively referred to as “representatives”), to read and understand this policy and its application to performance of his or her responsibilities.

I. Confidentiality

GiveMN has an ethical obligation to respect the privacy of customers, clients and affiliated entities and to protect and maintain the confidentiality of information learned about these entities in the course of providing service to them.

GiveMN records (which include records of customers, clients, and affiliated entities) and any information in them should be treated as confidential and not used, disclosed or distributed except as set forth below. GiveMN records should never leave or be accessed from outside the office, except as necessary to accomplish the business of GiveMN. GiveMN information, including GiveMN records and copies of and excerpts from those records should not be used by, disclosed to, or discussed with anyone except coworkers who are specifically authorized to have access to and need such information as a part of their GiveMN responsibilities; that person’s supervisor; the executive director; a person authorized by the customer, client or affiliated entity to have access to this information; as ordered by a court; or as otherwise required by law. GiveMN representatives must take reasonable steps to safeguard all GiveMN information; including storing and communicating it in a manner that will protect it from unauthorized disclosure. When a GiveMN representative’s relationship with GiveMN ends, the representative must assure that all GiveMN’s records in their possession or control are returned to GiveMN.

Terms:

Customer is an inclusive term referring to our prospects, donors, vendors and nonprofits.

Affiliated entities refer to those entities with whom we have a business relationship.

Records refer to both paper and electronic (voice and data) information.

II. Conflict of Interest

A. General Policy

GiveMN believes that effective governance depends on deliberate, thoughtful, and objective decision-making. Decisions must be made in the best interests of GiveMN and/or their mission, be fair and reasonable to GiveMN, and not be influenced by the financial or personal interests of individual GiveMN representatives. This applies to all levels of decision-making, including decisions involving matters of organizational policy, contracting for goods and services, investment of GiveMN funds and other transactions.

GiveMN wishes to avoid those situations in which an ordinarily prudent person would reasonably conclude that a GiveMN representative’s financial or personal interests could have interfered with objective decision-making about a GiveMN transaction. As a result, GiveMN representatives (as defined in the Introduction) must fully disclose potential conflicts of interest to the appropriate individuals in accordance with this policy in advance of any decision-making, and excuse themselves from decisions where a conflict of interest could interfere with objective decision-making. While this policy provides guidance for identifying and managing conflicts, it is not intended to be all-inclusive and should be interpreted in a manner that furthers the goals of decision-making described above.

B. Conflicts Defined

A conflict of interest arises when a GiveMN representative who is in a position to influence a GiveMN transaction has a material interest (as described below) which could influence his/her judgment regarding the transaction. A conflict of interest may also arise when an employee GiveMN representative considers a transaction in which another GiveMN representative has a material interest.

A person has a material interest in the transaction when he/she or a related person: (i) directly transacts business with GiveMN, or (ii) has more than a de minimus financial interest in the transaction, such as where he/she has an ownership interest in an entity with which GiveMN is transacting business, or receives compensation or gifts from, or is a significant creditor of, such an entity. (However, ownership of less than 2% of a publicly traded company will not be deemed to be a material interest); or (iii) has an organizational affiliation with an entity engaged in or significantly affected by a GiveMN transaction, (e.g. when GiveMN representative is also a board or board committee member, officer, employee, fundraiser, or legal or other representative, a significant contributor (using $5,000 or more in a given year as a guideline) or volunteer (using 50 or more hours in a given year as a guideline) with the entity. Generally, having an ordinary friendship or other non-family relationship with a person transacting business with GiveMN will not be considered a material interest, except where there is a reasonable likelihood that the interest could interfere with GiveMN representative's objective judgment about the transaction.

Those who are considered to be in a position to influence a transaction will generally be those who recommend, consider, and/or approve the transaction.

A related person means a spouse, a parent, child, spouse of a child, brother, sister, spouse of a brother or sister, domestic partner, and all members of GiveMN representative’s household.

GiveMN aspires to maintain the highest level of candor in our professional relationships and to honor the spirit and practice of conflict disclosure. We recognize that there may be situations in which a conflicting interest is so far removed from a particular decision-making process that it is not reasonably likely to interfere with objective decision-making or be reasonably perceived as doing so. Nevertheless, the relationship should be disclosed under the procedures set forth in this policy and be managed in a manner consistent with goals of decision-making set forth above.

Examples:

Circumstances in which a conflict of interest may arise include, but are not limited to:

  1. Purchasing goods or services from vendors and consultants or otherwise contracting for business with an entity in which a GiveMN representative or related person has an interest (such as an ownership or investment interest) or is a director, officer, or employee;
  2. Investing GiveMN’s funds in a manner which could result in a gain for a GiveMN representative or related person; or
  3. Distributing funds to an organization in which a GiveMN representative or related person is an active participant (e.g. as a board member, staff, significant volunteer, or participant on a fund raising committee or other fund raising effort.)

This list is not all-inclusive and it is the intention of GiveMN to encourage disclosure of any transaction in which a GiveMN representative has a separate financial or personal interest.

C. Specific Restrictions on Gifts and Favors

It is the policy of GiveMN to prohibit GiveMN representatives from accepting gifts or favors of any kind, including entertainment, travel, use of living quarters, etc. from any prospective, past or current donor, grant applicant, grantee, supplier, or other person that seeks to do business with GiveMN. For the purposes of this policy, “supplier” includes, but is not limited to, a current or prospective vendor of goods or services (including professionals such as investment managers, bankers, auditors, and attorneys). GiveMN representatives must not use their GiveMN positions for personal gain or advantage or give that appearance.

To ask for or accept a gift or favor, whether for themselves or for another person or entity in return for providing business to suppliers or recommendations concerning grantees, is a violation of GiveMN policy and may be a violation of law. GiveMN representatives who are offered a gift or favor in connection with GiveMN business should immediately advise the board chair or executive director in writing.

This prohibition against gifts and favors does not apply to the following:

  1. Reasonable meals, refreshments, or entertainment related to advancing GiveMN’s business.
  2. Advertising or promotional gifts such as pens, pencils, calendars and the like with a value of $50 or less.
  3. Non-monetary awards or plaques.
  4. In some cases, staff may accept honoraria from an organization for a speaking engagement or other activity. The appropriate GiveMN officer should review these circumstances on a case-by-case basis prior to acceptance.

D. Disclosure of Conflicts and Procedure

It is GiveMN’s policy to deal with conflicts of interest in an open manner through an annual disclosure statement and through clear identification of actual or apparent conflicts of interest as they arise.

  1. Annual Disclosures:

    On an annual basis, a disclosure form (attached as Exhibit A) will be completed by all board and board committee members, officers, and certain other GiveMN representatives who are requested to complete the form by the board or the executive director. Those requested to complete the form, at a minimum, will include those who review and/or make recommendations regarding disbursements and investments. GiveMN representatives completing the form must fully disclose all actual or apparent conflicts of interest involving himself or herself or a related person, including community boards, corporations or other organizations with which they or a related person are affiliated which may be expected to engage in transactions with GiveMN.

  2. Transaction Disclosures and Procedures:

    Transactions where a conflict of interest exists may proceed only as follows:

    1. Transactions not involving board or board committee decision-making.
      1. The material facts as to the transaction and the person’s conflicting interest must be fully disclosed to the executive director; and
      2. The executive director will determine a procedure for deliberating on the transaction. Any person with a conflict of interest will be excluded from the deliberations and approval of such transaction, except that, if requested, the person may provide information of a factual nature to those considering and approving the transaction.
      3. If the executive director is the one with the conflict, then the material facts as to the transaction and the conflicting interest must be fully disclosed to the board chair who shall bring the matter to the attention of the board or a duly constituted committee thereof.
    2. Transactions involving decision-making by the board and board committees.
      1. The material facts as to the transaction and as to the conflict of interest will be fully disclosed at the board or committee meeting before any discussion, vote, or other action on the transaction. (If a member is not going to attend a meeting, but has reason to believe a transaction on which he/she has a conflict will be considered, he/she will disclose the conflict to the chair in advance, who will report the disclosure at the meeting).
      2. If requested, the board or board committee member who has a conflict of interest may provide information of a factual nature to the board or committee, but may not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
      3. The board or board committee member who has a conflict will be ineligible to vote on the transaction. If the matter requires discussion, the board or board committee member may choose to leave the room or the board chair or committee chair may request that he/she leave the room prior to the board or committee deliberating and voting on the issue. Approval of the transaction will require approval in good faith by a majority of those entitled to vote and not counting the person or persons with a conflict in determining the presence of a quorum. If a person ineligible to vote is counted in determining a quorum, the transaction may only be approved in good faith by two-thirds of the members entitled to vote, or as otherwise permitted by applicable law. The board's action on the transaction must be made in the best interests of GiveMN and/or its mission and be fair and reasonable to GiveMN.
      4. If the chair of the meeting has a conflict of interest, the vice chair or designee will preside over the deliberations and vote on the issue.
      5. The disclosure and ineligibility of any member to vote will be reflected in the minutes of the meeting.

      If a board or board committee member is uncertain as to whether a conflict of interest exists, he/she will disclose the circumstances to the chair or the chair's designee, who may either determine whether a conflict of interest exists that is subject to this policy or may submit the matter to the board or board committee for such a determination. While the chair is responsible for assuring that this policy is adhered to, all board and board committee members are responsible for their actions related to the policy.

III. Ethics – Ethical Principles

A. Personal and Professional Integrity

All GiveMN representatives (as defined in the Introduction) will conduct themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between GiveMN interests and the personal or financial interests of a GiveMN representative.

B. Compliance with the Law

It is GiveMN's policy to be knowledgeable of and comply with all applicable laws and regulations of the United States and the states in which it operates in a manner that will reflect a high standard of ethics. Compliance does not comprise our entire ethical responsibility; rather it is a minimum, and an essential condition for performance of our mission and duties.

C. Professional Standards

It is GiveMN's policy that GiveMN representatives be knowledgeable of emerging issues and professional standards in our field and conduct themselves with professional competence, fairness, efficiency and effectiveness.

D. Responsibility to GiveMN Employees

GiveMN is committed to treating employees with honesty and respect, and to provide a safe and healthy work environment. GiveMN fully supports all relevant laws to protect and safeguard the rights and opportunities of all people to seek, obtain, and hold employment without regard to race, religion, gender, sexual orientation, marital status, disability, age, national origin or other protected status. It is our intent to provide an environment free of unlawful harassment and discrimination.

E. Fundraising and Donor Relations

It is GiveMN's policy that solicitation be respectful of the needs and interests of the donor or potential donor. GiveMN will take steps to assure that gifts will be used for the purposes for which they were given, and respect the privacy of individual donors and funds. In fundraising from the public, GiveMN will respect the rights of the donors as follows:

  1. To be informed of the mission of GiveMN, the way the resources will be used, and GiveMN's capacity to use donations effectively for their intended purposes;
  2. To be informed of the identity of those serving on GiveMN’s governing board and to expect the board to exercise prudent judgment in its stewardship responsibilities;
  3. To have access to GiveMN’s most recent financial statements;
  4. To be assured their gifts will be used for the purposes for which they were given;
  5. To receive appropriate acknowledgement and recognition;
  6. To be assured that information about their donations is handled with respect and with confidentiality to the extent provided by law;
  7. To expect that all relationships with individuals representing organizations of interest to the donor will be professional in nature;
  8. To be informed whether those seeking donations are volunteers, employees of GiveMN, or hired solicitors;
  9. To have the opportunity for their names to be deleted from mailing lists that GiveMN may intend to share; and
  10. To feel free to ask questions when making a donation and to receive prompt, truthful and forthright answers.

1. These ten points are taken from a Donor Bill of Rights, developed by the American Association of Fundraising Counsel, the Association for Healthcare Philanthropy, the Council for the Advancement and Support of Education, and the Association of Fundraising Professionals, and endorsed by the Independent Sector.

G. Inclusiveness and Diversity

GiveMN strongly values inclusiveness and diversity. Their staff and board reflect and benefit from the perspectives of many different segments of the community.

H. Public Accountability

It is GiveMN's policy to provide comprehensive and timely information to the public and be responsive to reasonable requests for information about GiveMN. Basic informational data about GiveMN such as the Form 990, annual report and audited consolidated financial statements of GiveMN, the Minnesota Community Foundation and other affiliated entities

I. Accuracy and Retention of Records

GiveMN will create and maintain records that satisfy operational and legal requirements including federal, state, and local laws. Employees should consult GiveMN’s management team and/or records manager for questions related to GiveMN’s document retention guidelines or the proper disposing of a GiveMN document or record. Employees may not destroy or alter documents with the intent to impair a document’s integrity or to obstruct or influence the investigation or proper administration of any matter within the jurisdiction of a federal agency.

J. Political Activities

GiveMN is a tax-exempt charity prohibited from participating or funding political candidates. Directors, officers, and employees, volunteers, advisors, and independent contractors must not use their position with GiveMN to create an appearance that they are speaking in support of or in opposition to a political candidate on behalf of GiveMN. However, GiveMN encourages their employees, board and board committee members to participate on their own behalf in civic activities.

K. Endorsement and Use of GiveMN’s Names

GiveMN’s name may not be used by GiveMN representatives to endorse or gain support for a cause without express authorization from GiveMN executive director.

IV. Encouraging Open Communication

A. General Guidelines for Reporting Wrongdoing

GiveMN encourages all GiveMN representatives (as defined in the Introduction) to report fraudulent, dishonest or illegal conduct or conduct that violates its Code of Business Conduct ("wrongdoing") pursuant to the guidelines set forth in this policy. GiveMN will investigate possible wrongdoing by GiveMN representatives. GiveMN will take appropriate action against anyone found to have engaged in wrongdoing, including disciplinary action, or civil or criminal prosecution when warranted.

GiveMN representatives are encouraged to report suspected wrongdoing. In addition, managers should maintain systems of management controls to detect and deter wrongdoing. The vice president of finance is available to assist managers in establishing management systems and controls within their departments.

B. Definition

Wrongdoing: fraudulent, dishonest, or illegal conduct, or conduct which violates its Code of Business Conduct. Examples of wrongdoing include, but are not limited to:

  1. Forgery or unauthorized alteration or manipulation of documents or computer files;
  2. Fraudulent financial reporting;
  3. Actions, including pursuit of a benefit or advantage, in violation of GiveMN’s conflict of interest policy;
  4. Misappropriation or misuse of GiveMN resources, such as funds, supplies or other assets;
  5. Authorizing or receiving compensation for goods not received or services not performed; and
  6. Authorizing or receiving compensation for hours not worked.

C. How to Report

Concerns about possible wrongdoing should be reported immediately. When someone becomes aware of suspected wrongdoing, they should:

  1. Immediately report the matter to a member of the board; or directly to the director of human resources of The Saint Paul Foundation; the executive director; chair of the board; or corporate counsel. The names of the current persons in these positions and their contact information are attached to this policy. Anyone receiving such a report should immediately notify the director of human resources. The director of human resources will promptly notify the chair of the board upon receipt of any report of financial wrongdoing;
  2. Not discuss the matter with anyone other than the officials listed above or law enforcement as appropriate, and should not contact the person suspected to conduct their own investigation and/or demand restitution;
  3. Have a member of the board inform GiveMN’s corporate counsel when law enforcement or other persons outside GiveMN are involved or informed;
  4. Direct all inquiries from any attorney to the executive director, director of human resources or board chair who will work with corporate counsel as appropriate; and
  5. Direct all inquiries from the media to the executive director.

Reports can be made verbally or in writing. While no one method is preferred, verbal reporting will allow the person receiving the concern to ask clarifying questions in order to ensure that the concern is fully understood. If the concern is communicated in writing, care should be taken to describe the concern in detail. Less than a thorough understanding may impair any investigation.

GiveMN will take precautions so as to not unnecessarily disclose the identity of the person making a report, although some disclosure may be needed to investigate a matter. A person may elect to send a written report without identifying themselves to any of the persons listed above via mail, hand delivery, or other delivery method.

D. Investigation and Resolution Guidelines

The director of human resources will work with appropriate persons to coordinate an investigation of a report. Those reporting and/or investigating reports of wrongdoing should take care to provide prompt, detailed and accurate information, but at the same time avoid:

  1. Premature notice to persons suspected of wrongdoing and/or disclosure of suspected wrongdoing to others not involved with the investigation;
  2. Violation of a person’s rights under the law; or
  3. False allegations made either with the knowledge that they are false or with reckless disregard to their truth or falsity.

Generally, reports will only be shared with those who have a need to know so that GiveMN can conduct an effective investigation, determine what actions to take based on the results of any such investigation, and in appropriate cases, with law enforcement personnel.

When a report of wrongdoing has been resolved, GiveMN will make reasonable efforts to disclose that fact to the reporting party. The precise information disclosed will depend upon the circumstances, including the nature of the resolution, confidentiality considerations regarding personnel and other matters, protection of others who may have been involved in the investigation, and matters regarding ongoing civil or criminal investigations. The director of human resources will provide a summary of the resolution of a report of any financial wrongdoing to the executive director and a summary report of all reported wrongdoing will be provided to the board.

E. Reporting Protection

Retaliation against another person for making a report of wrongdoing to the persons outlined above or for providing information to law enforcement regarding an activity which that person believes to be wrongdoing is prohibited. Retaliation includes acts negative to a person, including threats of physical harm, loss of job, punitive work assignments, or negative impact on salary, wages or other terms or conditions of employment. GiveMN will use its best efforts to protect GiveMN representatives making a report of suspected wrongdoing. Anyone making a report who believes that they have been retaliated against may file a written complaint with the director of human resources. Any complaint of retaliation will be promptly investigated and appropriate corrective measures taken if allegations of retaliation are substantiated.

Protection from retaliation is not intended to prohibit management from taking action, in the usual scope of their duties based on and in response to valid performance-related factors.

F. Contacts

Questions related to the interpretation of this policy should be directed to the director of human resources.

Implementation

  1. Annually, the director of human resources reviews the policy with staff, generally at the first all-staff meeting of the year.
  2. Annually, the board reviews the policy, generally at the first meeting of the year. Board members not in attendance at the particular meeting are contacted by a member of senior management and asked to review the policy.
  3. New staff and board members receive the policy with their orientation materials. They return a signed Receipt & Acknowledgement form stating they have received, read and agree to comply with the terms of the policy.
  4. Non-board members of board committees review the policy upon joining the committee and then annually thereafter. They also return a signed form stating they have read and agree to comply with the terms of the policy.
  5. GiveMN consultants are given the executive summary of the policy as part of the independent contractor agreement.
  6. Annually, all board and board committee members, officers, and certain other GiveMN representatives who are in a position to influence GiveMN business decisions complete a disclosure form listing all actual or apparent conflicts of interest.