Whistleblower Policy

Adopted by the Board of Directors as of November 8, 2017; Amended March 1, 2022


It is the purpose of the Community Foundation for Greater Buffalo, Inc. (“Community Foundation”) that its operations are conducted according to the highest standards of business and personal ethics and integrity, and that all persons associated with the Community Foundation, including but not limited to its officers, directors, employees, and substantial volunteers, avoid situations that might conflict with their responsibilities on behalf of the Community Foundation. To that end, all officers, directors, employees, and volunteers of the Community Foundation must practice honesty and candor. This policy addresses the submission by such directors, officers, employees, and volunteers of complaints, concerns, and suspected violations in regard to applicable laws and regulations.


All officers, directors, employees, and volunteers who provide substantial services to the Community Foundation (each, a “Reporting Individual”) are covered by the scope of this policy and its guidelines.


A. The objectives of this Community Foundation’s Whistleblower Policy are to inform Employees (asdefined herein) of their protections, rights and obligations under section 740 of the New York StateLabor Law and to establish policies and procedures to:

•Prevent or detect and correct improper activities;
•Encourage each Reporting Individual to report what he or she believes to be a material violation of law, policy, questionable accounting or auditing matter by the Community Foundation;
•Ensure the receipt, documentation, retention of records and resolution of reports received under this policy; and
•Protect Reporting Individuals from retaliatory action.

B. Employee Protections, Rights and Obligations (Section 740 NYS Labor Law)


a. Employee. As used in this section, Employee means an individual who performs services for and under the control and direction of the Community Foundation for wages or other remuneration, including former employees, or natural persons employed as independent contractors to carry out work in furtherance of the Community Foundation’s business enterprise who are not themselves employers.

b. Law, Rule or Regulation includes: (i) any duly enacted federal, state or local statute or ordinance or executive order; (ii) any rule or regulation promulgated pursuant to such statute or ordinance or executive order; or (iii) any judicial or administrative decision, ruling or order.

c. Public Body includes (i) the United States Congress, any state legislature, or any elected local governmental body, or any member or employee thereof; (ii) any federal, state, or local court, or any member or employee thereof, or any grand or petit jury; (iii) any federal, state, or local regulatory, administrative, or public agency or authority, or instrumentality thereof; (iv) any federal, state, or local law enforcement agency, prosecutorial office, or police or peace officer; (v) any federal, state or local department of an executive branch of government; or (vi) any division, board, bureau, office, committee, or commission of any of the public bodies described in subparagraphs (i) through (v) of this paragraph.

d. Retaliatory Action means an adverse action taken by the Community Foundation or its agent to discharge, threaten, penalize, or in any other manner discriminate against any Employee or former employee exercising his or her rights under Section 740 of the NYS Labor Law, including (i) adverse employment actions or threats to take such adverse employment actions against an Employee in the terms of conditions of employment including but not limited to discharge, suspension, or demotion; (ii) actions or threats to take such actions that would adversely impact a former employee’s current or future employment; or (iii) threatening to contact or contacting United States immigration authorities or otherwise reporting or threatening to report an Employee’s suspected citizenship or immigration status or the suspected citizenship or immigration status of an Employee’s family or household member.

2. Protection for Employees. The Community Foundation shall not take Retaliatory Action against an Employee, whether or not within the scope of the employee’s job duties, because such Employee does any of the following: (a) discloses, or threatens to disclose to a supervisor or to a Public Body an activity, policy or practice of the Community Foundation that the Employee reasonably believes is in violation of Law, Rule or Regulation or that the Employee reasonably believes poses a substantial and specific danger to the public health or safety; (b) provides information to, or testifies before, any Public Body conducting an investigation, hearing or inquiry into any such activity, policy or practice by the Community Foundation; or (c) objects to, or refuses to participate in any such activity, policy or practice.

a. The protection against Retaliatory Action pertaining to disclosure to a Public Body shall not apply to an Employee who makes such disclosure to a Public Body unless the Employee has made a good faith effort to notify the Community Foundation by bringing the activity, policy or practice to the attention of a supervisor and has afforded the Community Foundation a reasonable opportunity to correct such activity, policy or practice. Such notification is not required where: (a) there is an imminent and serious danger to the public health or safety; (b) the Employee reasonably believes that reporting to the supervisor would result in a destruction of evidence or other concealment of the activity, policy or practice; (c) such activity, policy or practice could reasonably be expected to lead to endangering the welfare of a minor; (d) the Employee reasonably believes that reporting to the supervisor would result in physical harm to the Employee or any other person; or (e) the Employee reasonably believes that the supervisor is already aware of the activity, policy or practice and will not correct such activity, policy or practice.

b. An Employee who has been the subject of a Retaliatory Action in violation of section 740 of the NYS Labor Law has the right to bring a civil lawsuit within 2 years after the alleged Retaliatory Action was taken but it is a defense to any such action, that the Retaliatory Action was based on grounds other than the Employee’s exercise of his/her rights under section 740 of the NYS Labor Law. In addition, a court may order that attorneys fees and court costs be awarded to the Community foundation if the court determines that the civil lawsuit was without basis in law or fact.

C. Each Reporting Individual may report alleged violations or suspected violations in accordance with this Whistleblower Policy. Reporting Individuals must also notify the Community Foundation if an action needs to be taken in order for the Community Foundation to be in compliance with applicable law, policy or generally accepted accounting practices. The types of complaints and concerns that should be reported include, but are not limited to:

• Questionable business practices, including the misuse of the Community Foundation’s assets, the circumvention or attempted circumvention of accounting procedures or internal controls, or conduct that would otherwise constitute a violation of the Community Foundation’s financial policies (each, a “Financial Allegation”);
• Non-compliance with legal and regulatory requirements (“Legal Allegation”); and
• Retaliation against individuals who make Financial Allegations, Legal Allegations, or any other good faith report under this Whistleblower Policy.


It is difficult to list every possible area of non-compliance, so Reporting Individuals are encouraged to discuss any questionable issue or observation with the appropriate Community Foundation representative, as discussed below, who will review the situation.

Employees and Temporary Staff

Employee and temporary staff concerns about possible fraudulent or dishonest use or misuse of resources or property should be reported to his or her supervisor. If, for any reason, the Reporting Individual finds it difficult to report his or her concerns to a supervisor, the Reporting Individual can report it directly to the Chief Financial Officer/Chief Administrative Officer, President/Chief Executive Officer, or an officer of the Board (together with any supervisor, each a “Designated Official”).

Directors, Officers and Volunteers

Directors, officers, and volunteers may submit concerns to the President/Chief Executive Officer or the Chief Financial Officer/Chief Administrative Officer, or an officer of the Board (together with the Designated Officials referenced above, each shall also be a “Designated Official”).

Submission of Reported Violations

A Reporting Individual may express concerns, whether openly, confidentially or anonymously, either verbally or in writing. A Reporting Individual is encouraged to initially report the concern verbally so that the Designated Official receiving the complaint can ensure that the concern is fully understood. A verbal complaint will be confirmed in writing once it has been received. Additionally, the Reporting Individual may choose to submit to a Designated Official a written report instead, which must contain specific information as to the time, date and nature of the reported activity.

Concerns reported anonymously will be investigated to the extent possible. However, anonymity could become an obstacle to full review and resolution of a concern by the Community Foundation and therefore an individual may be asked to provide certain additional identifying details in order for the Community Foundation to conduct a thorough investigation of their allegations.


The Executive Committee of the Board shall have full authority to investigate, or oversee the investigation of, concerns raised in accordance with this policy and may retain outside legal counsel, accountants, private investigators, or any other resource that the Board or the Executive Committee reasonably believe is necessary to conduct a full and complete investigation of the allegations.


Any Designated Official receiving such a report shall promptly provide written notice of same to the Executive Committee, or if there is no such committee, to the Board; or, if there are allegations against one or more Board members, to at least one other officer and one director.

The Community Foundation will investigate all reports filed in accordance with this policy with due care and promptness.

Reasonable care should be taken in dealing with suspected misconduct to avoid:

• Baseless allegations;
• Premature notice to persons suspected of misconduct and/or disclosure of misconduct to others not involved in the investigation; and
• Violations of a person’s rights under law.

For all matters reported to a Designated Official, the Reporting Individual will be notified promptly
(generally within five business days) that their complaint has been received, as long as the Reporting Individual is known. An investigation will be held to determine if the allegations are true, whether the issue is material and what, if any, corrective action is needed. Upon the conclusion of the investigation, the investigating Designated Official will issue a full report of all matters raised under this policy to the Executive Committee of the Board. The Executive Committee may conduct a further investigation upon receiving such a report.

No Retaliation

No Reporting Individual who in good faith reports a violation of this Whistleblower Policy shall suffer intimidation, harassment, discrimination, retaliation, or other adverse consequences. An individual who retaliates against a Reporting Individual who has reported a violation in good faith is subject to discipline up to and including (as may be applicable) removal from the office or from the Board of Directors or termination of employment. This policy is intended to encourage and enable Reporting Individuals to raise serious concerns within the Community Foundation prior to seeking resolution outside of the organization.

Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of the policy must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of this Whistleblower Policy. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly false will be viewed as a serious disciplinary offense.


Violations or suspected violations may be submitted on a confidential basis by the Reporting Individual or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, except as otherwise required by law or as may be necessary to conduct an adequate investigation.

Record Retention

The Community Foundation will retain all records related to any reported complaint or concern for a period of seven years.

Attendance at Votes and Deliberations.

No person who is subject of a whistleblower complaint being discussed, and no directors who are also employees of the Community Foundation, if any, may be present at, or otherwise participate in, any deliberations or voting upon Whistleblower Policy matters; provided, however, that nothing shall prohibit the Board or Executive Committee from requesting that the person who is subject to the complaint present information as background or answer questions at a committee or board meeting prior to the commencement of deliberations or voting relating thereto.

Distribution of the Whistleblower Policy

A copy of this Whistleblower Policy shall be distributed to all directors, officers, employees, and volunteers of the Community Foundation who provide substantial services to the Community Foundation. Distribution may include direct distribution of physical or electronic copies or the posting of this Policy on the Community Foundation’s website. In addition, a copy of this Policy shall be posted at the Community Foundation’s offices in a conspicuous and well-lighted location customarily frequented by and accessible to all such directors, officers, employees and applicants for employment and volunteers.