WHISTLEBLOWER POLICY OF ROUND ROBIN PLAYGROUP INC
A NOT-FOR-PROFIT CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
Introduction Round Robin Playgroup Inc requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of Round Robin Playgroup, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations. Reporting Responsibility This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that Round Robin Playgroup Inc can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of Round Robin Playgroup’s code of ethics or suspected violations of law or regulations that govern Round Robin Playgroup’s operations. No Retaliation It is contrary to the values of Round Robin Playgroup 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 Round Robin Playgroup. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.
Reporting Procedure Round Robin Playgroup has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with [insert here another title, such as Executive Director, or a board member, if the organization is very small and involving the board would be appropriate]. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the Round Robin Playgroup’s Advisory Board Acting Treasurer, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor or the Executive Director or the Advisory Board Acting Treasurer. Advisory Board Acting Treasurer Round Robin Playgroup’s Advisory Board Acting Treasurer is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Officer will advise the Executive Director and/or the Board of Directors of all complaints and their resolution and will report at least annually to the Advisory Board President on compliance activity relating to accounting or alleged financial improprieties. Accounting and Auditing Matters Round Robin Playgroup’s Advisory Board Acting Treasurer shall immediately notify the Audit Committee/Finance Committee of any concerns or complaint regarding corporate accounting practices, internal controls or auditing and work with the committee until the matter is resolved.
Acting in Good Faith Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Handling of Reported Violations Round Robin Playgroup’s Advisory Board Acting Treasurer 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.
CONFLICT OF INTEREST POLICY OF ROUND ROBIN PLAYGROUP INC
A NOT-FOR-PROFIT CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
ARTICLE I - PURPOSE
The purpose of the conflict of interest policy is to protect Round Robin Playgroup Inc. interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
ARTICLE II - DEFINITIONS
1. INTERESTED PERSON
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. FINANCIAL INTEREST
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
A. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
B. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
D. 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 appropriate governing board or committee decides that a conflict of interest exists.
ARTICLE III - PROCEDURES
1. DUTY TO DISCLOSE
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the 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 presentation at the governing board or committee meeting, but after the presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
B. The chairperson of the governing 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 governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement 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 possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY
A. If the governing board or committee has reasonable cause to believe 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.
B. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IV – RECORDS OF PROCEEDINGS
The minutes of the governing 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 in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing 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 content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
ARTICLE V – COMPENSATION
The following guidelines will be applied to all matters regarding compensation:
A. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ARTICLE VI - ANNUAL STATEMENTS
Each director, officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
A. Has received a copy of the conflicts of interest policy,
B. Has read and understands the policy,
C. Has agreed to comply with the policy, and
D. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
ARTICLE VII - PERIODIC REVIEWS
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
ARTICLE VIII - USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.