1. RESPONSIBILITIES
Each Officer, Director or employee has a fiduciary obligation, on behalf of EANGUS, encompassing at least two distinct duties: The Duty of Care and the Duty of Loyalty.
The Duty of Care
To fulfill the Duty of Care, each Officer and Director should be reasonably informed, participate in Council decisions, and do so in good faith, with the care of an ordinarily prudent person in similar circumstances.
The Duty of Care presumes that each Officer and Director will attend meetings on a regular basis, be informed about the workings of EANGUS, and exercise independent judgment. In exercising independent judgment, Officers and Directors must always act on behalf of the whole Association and not any particular constituency group.
An Officer or Director may rely on information from regular sources that the Officer or Director reasonably regards as trustworthy. While the bylaws provide that the President “shall direct the affairs of the Association in accordance with the policies adopted in General or Special Conference of the Association” the Council nonetheless retains overall responsibility for EANGUS operations and activities. In order to discharge this responsibility properly, Officers and Directors have full access to any EANGUS records and documents that they may require.
The Duty of Loyalty
The Duty of Loyalty requires Officers, Directors, or employees, to exercise their authority in the interest of EANGUS, rather than in their own interest or the interest of another entity or person. This duty primarily relates to three areas: (a) conflict of interest, (b) financial conflict, and (c) confidentiality.
(a) Conflict of Interest
In the event that an Officer, Director, or employee has interests that are in conflict with those of EANGUS, the Duty of Loyalty requires that the Officer, Director, and employee, be conscious of the potential for such conflicts and act with candor and care in dealing with such situations.
A possible conflict of interest exists:
(1) When an Officer, Director, or employee, of the association, or a close relative, is an officer, director, employee, proprietor, partner, trustee, or paid consultant of an organization that could be said, in a business context, to be “in competition with” EANGUS by offering one or more products or services similar to a product or service offered by EANGUS.
(2) When an Officer, Director, or employee of the association or a close relative is an officer, director, employee, proprietor, partner, trustee, or paid consultant of an organization that seeks to do business with EANGUS.
(3) When an Officer, Director, or employee of the association has an interest in an organization that is in competition with a firm seeking to do business with EANGUS, if the Officer’s, Director’s, or employee’s position gives him or her access to proprietary or other privileged information that could benefit the firm in which he or she has an interest.
(b) Financial Conflict
Before an Officer, Director, or employee, of the association engages in a transaction which he or she reasonably should know may be of financial interest to EANGUS; the Officer, Director, or employee of the association should disclose the transaction to the Executive Council, or Executive Director in the case of an employee, in sufficient detail and adequate time to enable the Board to evaluate the propriety of the transaction.
(c) Confidentiality
An Officer, Director, or employee of the association should not disclose EANGUS confidential, proprietary, or privileged information to third parties, including members of EANGUS. What constitutes EANGUS confidential, proprietary, or privileged information for this purpose is a question of fact to be determined in each case, largely on the basis of the nature of the information and whether it is already known by the public.
2. Gifts or Business Courtesies
A business courtesy is a gift, favor, gratuity, or entertainment given to an individual Officer, Director, or employee from a person or firm with whom EANGUS maintains or may establish a business relationship and for which fair market value is not paid by the recipient. An Officer, Director, or employee of the association should limit giving or receiving gifts, favors, gratuities, or entertainment to only what is acceptable in a normal business context and should never give or receive gifts, favors, gratuities, or entertainment in a way that might create, or be perceived to create, an obligation to or from another.
3. Political Activity
Internal Revenue Service guidance authorizes EANGUS, as a Military and Veterans’ (501c19) organization, to lobby. That is, to “review proposed legislation that may affect veterans”, to “testify before governmental bodies with respect to such legislation”, and to “inform members about proposed legislation’. EANGUS may also propose legislation and assist Members of Congress and their staff in drafting proposed legislation.
EANGUS, however, may not engage in political activity which is defined as intervening directly or indirectly in any political campaign on behalf of or in opposition to any candidate for public office. An Officer, Director, or employee of the association; therefore, must disassociate EANGUS from any political activity or involvement by that Officer, Director or employee of the association and must not use his or her status as an EANGUS Officer, Director, or employee, or use EANGUS’ name, property (including mailing lists), or facilities to further a particular political candidate or campaign.
As an individual, however, an Officer, Director, or employee of the association is not constrained regarding his or her political activities and retains the right to endorse political candidates, contribute to political campaigns, and otherwise make his or her political views known.
4. Use of Association Property
An Officer, Director, or employee of the association may use EANGUS property only in the furtherance of EANGUS business. The exception to this policy is the use of resources negligible in value.
5. Public Statements
An Officer, Director, or employee of the association should speak on behalf of EANGUS only to the extent that he or she is confident that the statement reflects established EANGUS policy. Any other public statement should be identified as his or her personal opinion.
III. ADMINISTRATION
- Disclosure Statement Upon assuming office or employment, each Officer, Director or employee shall file a Disclosure Statement with the EANGUS National Office or EANGUS Secretary who shall retain a copy thereof. The statement shall disclose any foreseeable conflicts that the Officer, Director or employee may recognize and shall disclose other information necessary or helpful to administer the Code of Ethics. Such statement shall be retained in confidence by the EANGUS National Office and EANGUS Secretary during the period of the Officer’s or Director’s service on the Council or employee’s employment.An Officer, Director or employee of the association is responsible for ensuring that the information in his or her Disclosure Statement remains current and must promptly apprise the President in writing of any information that materially affects the accuracy or completeness of his or her Disclosure Statement.
The President, or Executive Director in the event of an employee, shall review all Disclosure Statements annually and after each review shall report to the Council, noting any ethical concern.
2. Handling a Conflict of Interest That Arises at a Meeting
An Officer or Director should be sensitive to any interest he or she may have in a decision to be made by the Executive Council and, insofar as possible, recognize such interest prior to the discussion or presentation of such a matter before the Council. When an Officer or Director has an interest in a transaction being considered by the Council, the Officer or Director should disclose the conflict before the Council takes action on the matter. The Officer or Director shall refrain from voting on any such transaction, participating in deliberations concerning it, or using personal influence in any way. The Officer’s or Director’s presence may not be counted in determining the quorum for any vote with respect to any EANGUS business transaction in which he or she has a possible conflict of interest.
If the Officer or Director recognizes that the conflict is ongoing and that information discussed at the Council meeting will bear on the conflict, the Officer or Director should not participate in that portion of the discussion and should leave the room. The Officer or Director should request deletion of appropriate material from the minutes as provided to that Officer or Director.
If an Officer or Director in good faith fails to recognize a conflict, the Officer or Director, when it is recognized, shall report that failure to the President, who shall take appropriate action to prevent continuation of the conflict and mitigate past action to the extent reasonable. The matter shall then be referred to the Executive Council for review and recommendation.
3. Infringement of Code of Ethics
An Officer, Director or employee of the association who is unsure about the applicability of the Code of Ethics in a particular situation, or has questions, is encouraged to consult with the President, or the Executive Director in case of an employee. In such an event, the Officer, Director or employee must recognize that the President’s responsibility, or the Executive Director’s responsibility in case of an employee, is to EANGUS and not to the Officer, Director or employee.
Upon receipt of information regarding a possible infringement of the Code of Ethics, the President shall promptly notify the Executive Council and the Officer, Director or employee who is the subject of the possible infringement. In the case of the Executive Director receiving information regarding a possible infringement of the Code of Ethics by an employee, the Executive Director shall promptly advise the President. The President shall then investigate the matter with due diligence and utmost discretion and shall provide ample opportunity for due process for all parties concerned. The President can seek the advice and opinion of the Association’s Attorney.
Upon completing the investigation, the President shall present the facts of the investigation, including the opinions of the Attorney if involved, to the Executive Council for appropriate action. The action may include but is not limited to: dismissal of the allegation, remedial action, or removal from office pursuant to the bylaws. In the event of an employee being the subject of the investigation, the same procedures will apply. The President will present the facts of the investigation, including the opinions of the Attorney if involved, to the Executive Director who will take appropriate action in accordance with established personnel policy.