Adopted by the Board of Directors as of November 8, 2017
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.
Each Reporting Individual may report alleged violations or suspected violations in accordance with this Whistleblower Policy.
The objectives of this Community Foundation’s Whistleblower Policy are 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.
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.
Reporting Concerns and Procedures
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, 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.
Handling of Reported Violations
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 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.
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, the posting of this Policy on the Community Foundation’s website, or the posting of this Policy at the Community Foundation’s offices in a conspicuous location accessible to all such directors, officers, employees and volunteers.