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Primary Biliary Cirrhosis |
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Primary Biliary Cirrhosis Organization AKA PBCers Organization For the following policies, the organization’s name will be listed as the PBCers Organization. The PBCers Organization is operated and maintained by volunteers. There are no paid board directors, committee members, moderators or other employees. POLICIES Conflict of Interest Policy Volunteer Protection (Whistleblower) Policy Document Retention and Destruction Policy Ethics Policy CONFLICT OF INTEREST POLICY Purpose
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. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: An ownership or investment interest in any entity with which the PBCers Organization has a transaction or arrangement, A compensation arrangement with the PBCers Organization or with any entity or individual with which the PBCers Organization has a transaction or arrangement, or A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the PBCers Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. 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.
Duty to Disclose Determining Whether a Conflict of Interest Exists Procedures for Addressing the Conflict of Interest An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall not be involved during the discussion of, and the vote, the transaction or arrangement involving the possible conflict of interest. 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. After exercising due diligence, the governing board or committee shall determine whether the PBCers 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. 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 PBCers 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. Violations of the Conflicts of Interest Policy 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. 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.
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. 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.
A voting member of the governing board who receives compensation, directly or indirectly, from the PBCers Organization for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the PBCers Organization for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the PBCers Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. At this time the PBCers Organization has “no” paid board members, committee members, moderators or other employees. Annual Statements Has received a copy of the conflicts of interest policy, Has read and understands the policy, Has agreed to comply with the policy, and Understands the PBCers 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. Periodic Reviews The periodic reviews shall, at a minimum, include the following subjects: Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. Whether partnerships, joint ventures, and arrangements with management organizations conform to the PBCers Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in impermissible private benefit or in an excess benefit transaction. Use of Outside Experts VOLUNTEER PROTECTION (WHISTLEBLOWER) POLICY In accordance with the Sarbanes-Oxley Act. If any board director, committee member, conference organizer, moderator, chatroom host or other member (Volunteer) reasonably believes that some policy, practice, or activity of the PBCers Organization is in violation of law, a written complaint must be filed by that person with the Executive Committee and or the Board President. It is the intent of the PBCers Organization to adhere to all laws and regulations that apply to the organization and the underlying purpose of this policy is to support the organization’s goal of legal compliance. The support of all the volunteers is necessary to achieving compliance with various laws and regulations. A volunteer is protected from retaliation only if the volunteer brings the alleged unlawful activity, policy, or practice to the attention of the PBCers Organization and provides the PBCers Organization with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described is only available to the volunteer who complies with this requirement. The PBCers Organization will not retaliate against any volunteer who in good faith, has made a protest or raised a complaint against some practice of the PBCers Organization, or of another individual or entity with whom the PBCers Organization has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy. The PBCers Organization will not retaliate against a volunteer/s who disclose or threaten to disclose to a director or a public body, any activity, policy, or practice of the PBCers Organization that the person reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment. DOCUMENT RETENTION AND DESTRUCTION POLICY Purpose In accordance with the Sarbanes-Oxley Act, which makes it a crime to alter, cover up, falsify, or destroy any document with the intent of impeding or obstructing any official proceeding. This policy provides for the systematic review, retention, and destruction of documents received or created by PBCers Organization in connection with the transaction of organization business. This policy covers all records and documents, regardless of physical form, contains guidelines for how long certain documents should be kept, and how records should be destroyed. The policy is designed to ensure compliance with federal and state laws and regulations, to eliminate accidental or innocent destruction of records, and to facilitate PBCers Organization operations by promoting efficiency and freeing up valuable storage space. Document Retention PBCers Organization follows the document retention procedures outlined below. Documents that are not listed, but are substantially similar to those listed in the schedule will be retained for the appropriate length of time. Association Records Articles of Association - Permanent Board Meeting and Board Committee Minutes - Permanent Bylaws - Permanent Fixed Asset Records - Permanent IRS Application for Tax-Exempt Status (Form 1023) - Permanent IRS Determination Letter - Permanent Policies & Resolutions - Permanent State Sales Tax Exemption Letter - Permanent Contracts (after expiration) - 7 years Correspondence (general) - 3 years Accounting and Tax Records Annual Audits and Financial Statements - Permanent Depreciation Schedules - Permanent General Ledgers - Permanent IRS 990 Tax Returns - Permanent Business Expense Records - 7 years IRS 1099s - 7 years Journal Entries - 7 years Invoices - 7 years Sales Records - 5 years Credit Card Receipts - 3 years Bank Records Check Registers - Permanent Bank Deposit Slips - 7 years Bank Statements and Reconciliation - 7 years Electronic Fund Transfer Documents - 7 years Donor Records Donor Records and Acknowledgement Letters - 7 years Grant Applications and Contracts - 5 years after completion Legal and Insurance Copyright Registrations - Permanent Insurance Policies - Permanent Stock and Bond Records - Permanent Trademark Registrations - Permanent Electronic Documents and Records Electronic documents will be retained as if they were paper documents. Therefore, any electronic files, including records of donations made online, that fall into one of the document types on the above schedule will be maintained for the appropriate amount of time. Backup and recovery methods will be tested on a regular basis. Emergency Planning PBCers Organization records will be stored in a safe, secure and accessible manner. Documents and financial files that are essential to keeping PBCers Organization operating in an emergency will be duplicated or backed up monthly and maintained off site. Document Destruction PBCers Organization Board Chairperson is responsible for the ongoing process of identifying its records, which have met the required retention period and overseeing their destruction. Destruction of financial and personnel-related documents will be accomplished by shredding. Document destruction will be suspended immediately, upon any indication of an official investigation or when a lawsuit is filed or appears imminent. Destruction will be reinstated upon conclusion of the investigation. Compliance The PBCers Organization Board Chairperson will periodically review these procedures to ensure that they are in compliance with new or revised regulations. ETHICS POLICY It is the policy of the PBCers Organization that its board members and volunteers uphold the highest standards of ethical, professional behavior. To that end, these board members and volunteers shall dedicate themselves to carrying out the mission of this organization and shall: Hold paramount the safety, health and welfare of the public in the performance of professional duties. Act in such a manner as to uphold and enhance personal and professional honor, integrity and the dignity of the profession. Treat with respect and consideration all persons, regardless of race, religion, gender, sexual orientation, maternity, marital or family status, disability, age or national origin. Engage in carrying out the PBCers Organization’s mission in a professional manner. Collaborate with and support other professionals in carrying out the PBCers Organization’s mission. Build professional reputations on the merit of services and refrain from competing unfairly with others. Recognize that the chief function of the PBCers Organization at all times is to serve the best interests of its membership. Accept as a personal duty the responsibility to keep up to date on emerging issues and to conduct themselves with professional competence, fairness, impartiality, efficiency, and effectiveness. Respect the structure and responsibilities of the board of directors, provide them with facts and advice as a basis for their making policy decisions, and uphold and implement policies adopted by the board of directors. Keep the community informed about issues affecting it. Conduct organizational and operational duties with positive leadership exemplified by open communication, creativity, dedication, and compassion. Exercise whatever discretionary authority they have under the law to carry out the mission of the PBCers Organization. Serve with respect, concern, courtesy, and responsiveness in carrying out the PBCers Organization’s mission. Demonstrate the highest standards of personal integrity, truthfulness, honesty, and fortitude in all activities in order to inspire confidence and trust in such activities. Avoid any interest or activity that is in conflict with the conduct of their official duties. Respect and protect privileged information to which they have access in the course of their official duties. Strive for personal and professional excellence and encourage the professional developments of others. Update effective 2009 |
