Adopted by the MCF Board of Trustees: September 29, 2020
The Marshall Community Foundation (Foundation) recognizes that it can best accomplish its mission when the Board (Board) of Trustees (Trustees), volunteer Committee (Committee) members (volunteers), employees and other individuals associated with the Foundation represent the diverse interests, cultures, occupations and expertise of the Communities it serves. The Foundation adopts this Code of Conduct in recognition of its responsibility to the public trust, the importance of fairness and objectivity in its conduct of business, as a means of assuring that every decision of the Foundation is made in the interest of the Foundation and the Communities it serves and as a means of publicly codifying its expectations of Trustees, volunteers and employees, and others serving through the Foundation.
This Code of Conduct applies to all persons holding positions of responsibility and trust on behalf of the Foundation, and shall be reviewed and signed by such members annually.
Conflict of Interest
The Foundation recognizes that Trustees, volunteers and employees affiliated with the Foundation will, from time to time, face possible conflicts of interest or situations in which the appearance of conflict of interest could be detrimental to the Foundation and the Communities it serves.
It is the policy of the Foundation to avoid conflict of interest in all its operations. As a first step in avoiding such conflict, a Trustee, volunteer or employee needs to list any formal associations with 501(c) (3) organizations, and disclose this information in the space provided at the bottom of this policy. There may come a time when a Trustee, volunteer or employee becomes aware of potential conflicts between their association, known grantees or beneficiaries, and/or fund distributions. That association must be disclosed as soon as possible to the Executive Director, Board Chair or applicable committee Chair and such notification must take place prior to any formal action is taken.
Relationships to be avoided are those which a Trustee, volunteer or employee would personally benefit, or such relationship would further the success of the application or grant. A mere personal acquaintance, or friendship, or family is not necessarily such conflict unless such an association is judged by the Board or Committee as benefitting to the applicant. Once such a conflict of beneficial interest is identified, that Trustee, volunteer or employee who is burdened by such conflict shall immediately be excused from both the discussion and the vote on the topic in question. For quorum purposes only, the presence of the person or persons with a conflict shall be deemed present and exclusion from discussion and/or vote shall be recorded in the minutes of the meeting.
Annually, Trustee, volunteer and employee conflicts of interest will be disclosed to the Foundation and kept on file until the next scheduled Annual Meeting of the Board. Trustees, volunteers and employees shall report business activities, involvement with other charitable and business organizations, vendors or business interests, or with other associations that might produce a conflict of interest.
In any situations not specifically covered by the previous sections of this policy, Trustees, volunteers and employees shall consider carefully any potential conflict of their personal interests with the interests of the Foundation and refrain from any action that might be perceived as an actual or apparent conflict.
It is the policy and standard practice of the Foundation, that Board and Committee meeting resolutions, decisions and actions taken at such meetings are memorialized in minutes, kept by a secretary of the Board or Committee, or a person authorized for taking such minutes.
Transactions, deliberations and discussions that are not voted upon for action by the Board or Committee are not recorded and are not part of the written record, unless a specific written record is requested by a participant or the secretary of said meeting or the Executive Director determines the need for further important content supporting the rationale for the action taken on the motion.
Because Foundations are private, non-profit corporations, the internal business proceedings of the Foundation are not subject to either Michigan’s Open Meetings Act nor the Federal government’s Freedom of Information Act. These acts are intended to give the general public access to governmental proceedings, all of which are considered the public’s business and intended to give transparency to the proceedings of cities, villages, townships, state government and agencies of state government. The Foundation, however, is a private, non-public, non-profit corporation. As such, the internal business and business practices are private and specifically not subject to public disclosure as required by the aforementioned laws governing municipal corporations and government agencies that serve the public. As part of that confidentiality, when donors condition their gifts on the anonymity of such donor, that condition be strictly honored and drafting of formal notifications bearing that condition must include the anonymity language required.
Trustees, volunteers and employees of the Foundation may receive confidential information about donors, members, organization business, and/or families, etc. Knowledge of this information is considered privileged and is to be discussed on a “need to know” basis only, and is never to be discussed outside of the organization. Transactions, deliberations and conversations at Board and Committee meetings must remain strictly confidential.
It is the Board Chair’s responsibility to address infractions of confidentiality or conflict and to take action to remedy the problem. Trustees, volunteers and employees also understand that if infractions of confidentiality continue, it is the expectation that the Board Chair may ask for the resignation of that individual as a consequence of the policy violation.
The Foundation holds its Trustees, volunteers and employees to a high standard of business and personal ethics with respect to carrying out their duties and responsibilities on behalf of the Foundation. The Foundation recognizes that the support of the Trustees, volunteers and employees is necessary to achieving compliance with various state and federal laws under which the Foundation operates.
If any Trustee, volunteer, or employee believes a practice or action of the Foundation is in violation of such state or federal policies or laws, a complaint about such perceived violation, written or verbal, may be made.
As a first step resulting from any such written or oral complaint, the complainant or questioning Trustee, volunteer or employee is urged to share their questions, concerns, or complaints with the Executive Director, Chair of the Bylaws or Personnel Committees, or an Officer of the Board. If the foregoing informal procedure is not sufficient to address the complaint, concern or question, a written complaint may be made as described above. Any such written complaint can be signed or anonymous and conveyed to the Executive Director, Chair of the Bylaws or Personnel Committees, or an Officer of the Board.
It is a significant portion of this Policy that neither the Foundation nor individual Trustee, volunteer or employee will retaliate or threaten to retaliate in any manner against such person who is the source of the concern, question or complaint regarding some action of the Foundation, a Trustee, volunteer, or employee. Any such retaliation or threat thereof will be dealt with as a violation of this Policy.