Chesapeake Bay Retriever Relief & Rescue

Code of Ethical Conduct & Annual Potential Conflicts Disclosure Statement


CBRR&R By-Laws Version 2021-A                                                                                          December 12, 2021

APPENDIX C — Code of Ethical Conduct and Annual Potential Conflicts Disclosure Statement

—Code of Ethical Conduct—

This Corporation is committed to maintaining the highest standard of conduct in carrying out our fiduciary obligations in pursuit of our tax-exempt mission and purposes. As such, each and every Director, Officer and shall (to the extent applicable) adhere to the following code of conduct:

By-Laws & Policies

  • Be aware of and fully abide by the By-Laws, policies and procedures of the Corporation;
  • Assure corporate compliance with respect to all statutes, regulations and contractual requirements;
  • Respect and fully support the fiduciary duties, including those related to care, loyalty and obedience;
  • Understand that the membership has elected the Board of Directors to be responsible to the membership, for the day-to-day management of the Corporation including the fiduciary responsibility and the implementation of policies and directives set forth by the New York Not for Profit Corporate Laws and the Corporation By-Laws.

Informed Participation.

  • Attend most, if not all, meetings of the Board of Directors and assigned committees;
  • Remain informed of all matters that come before the Board and/or assigned committees;
  • Constructively and appropriately bring to the attention of the Board, Officers, committee chairs and/or appropriate staff any questions, personal views, opinions and comments of significance on relevant matters of governance, policy making and corporate constituencies;
  • Oppose, on the record, actions of the Board with which one disagrees or is in serious doubt;
  • Appropriately challenge, within the structure and By-Laws of the Corporation, those binding; decisions that violate the legal, fiduciary or contractual obligations of the

Conflict of Interest, Representation & Confidentiality

  • Represent the best interests of the Corporation at all times and to declare any and all duality of interests or conflicts of interests, material or otherwise, that may impede or be perceived as impeding the capacity to deliberate or act in the good faith, on behalf of the best interests of the Corporation;
  • Not seek or accept, on behalf of self or any other person, any financial advantage or gain that may be offered because, or as a result, of the Director’s affiliation with the Corporation;
  • Not use or otherwise relate one’s affiliation with the Board to independently promote or endorse political candidates or parties for the purpose of election;
  • Protect and maintain full confidentiality and proper use of members' private personal

Interpersonal

  • Maintain open communication and an effective partnership with the members and various committees, if any;
  • Remain “solution focused”.

—Annual Potential Conflicts Disclosure Statement—

As a Director or Officer or Key Person of the Corporation, you are required to truthfully, completely and accurately disclose all information requested herein and to promptly update all such information as factual circumstances may change from time-to-time. With regard to this Conflicts Disclosure Statement, be advised, all material terms are defined by Appendix “A” of the By-Laws, which is entitled “By-Law & Corporate Policy Definitions”.

Please circle ‘Yes’ or ‘No’ & provide additional information when requested

Financial Information Return Disclosure

Responses to the following questions are required to complete financial information returns annually submitted to the Internal Revenue Service and the Office of the Attorney General.

  1. Have you served as an Officer, Director, Trustee, Key Person, partner or member of, or hold a 35%, or greater ownership or beneficial interest, or with a partnership or professional corporation a direct or indirect ownership interest in exceeding 5%, in an entity, which during the most recently completed, or current, fiscal year, had, or are reasonably anticipated to have, a direct, or indirect, business relationship, with the Corporation?
       If Yes, attach a detailed explanation of the circumstances.
  1. Have you, individually, or through an entity where you hold a 35%, or greater ownership orbeneficial interest, or in the case of a partnership or professional corporation a direct or indirect ownership interest in excess of 5%, during the most recently completed, or current, fiscal year, had,or are reasonably anticipated to have, a direct, or indirect, business relationship, with any individual who is a current or former “Officer,” “Director” or “Key Person?”
      If Yes, attach a detailed explanation of the circumstances.
  1. Do you have a Relative who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, a direct, or indirect, business relationship with the Corporation?
       If Yes, attach a detailed explanation of the circumstances.
  1. Have you, or did you have a Relative who, during the most recently completed, or current, fiscal year, had, or is reasonably anticipated to have, any transaction with the Corporation that might reasonably be considered a real or potential conflict of interest pursuant to the Corporation’s Board of Directors Conflicts of Interest Policy, which has not been otherwise disclosed herein?
       If Yes, attach a detailed explanation of the circumstances.
  1. The Corporation relies upon a comprehensive written Conflicts of Interest & Related Party Transaction Policy, has the Board of Directors neglected to provide you with a current draft of this policy or a sufficient opportunity to review and discuss its terms?
       If Yes, attach a detailed explanation of the circumstances.

Independent Director Assessment Disclosure

Please circle ‘Yes’ or ‘No’ & provide additional information when requested

In order to qualify as an “Independent Director,” as defined by statute, an Officer or Director must respond in the negative to each of the following questions, although failure to respond to all questions in the negative shall not necessarily preclude such an Officer or Director from serving on the Board of Directors.

  1. Are you currently, or have you been within the last 3-fiscal years, an Employee or a Key Person of the Corporation, or an Affiliate of the Corporation?
       If Yes, please attach a detailed explanation of the circumstances.
  1. Do you have a Relative who is, or has been within the last 3-fiscal years, a “Key Person” of the Corporation or an Affiliate of the Corporation?
       If Yes, please attach a detailed explanation of the circumstances.
  1. Have you received, within the last 3-fiscal years, more than $10,000 in direct compensation from the Corporation, or an Affiliate of the Corporation, other than reimbursement for out-of-pocket expenses or compensation as a Director?
       If Yes, please attach a detailed explanation of the circumstances.
  1. Do you have a Relative who has received, within the last 3-fiscal years, more than $10,000 in direct compensation from the Corporation, or an Affiliate of the Corporation, other than reimbursement for out-of-pocket expenses or compensation as a Director?
        If Yes, please attach a detailed explanation of the circumstances.
  1. Are you, or a Relative, a current officer or employee of, or have a substantial financial interest in, any entity that has provided payments* (see notes below), property or services to, or received payments, property or services from, the Corporation, or an Affiliate, if the amount paid by the Corporation, or an Affiliate, to the entity or received by the Corporation, or an Affiliate, from the entity for property or services, within the last 3-fiscal years, exceeded the lesser of $10,000 or 2% of such entity's consolidated gross revenues if the entity’s consolidated gross revenue was less than $500,000; $25,000 if the entity’s consolidated gross revenue was $500,000, or more, but less than $10,000,000; $100,000 if the entity’s consolidated gross revenue was $10,000,000 or more?
      If Yes, please attach a detailed explanation of the circumstances.
  1. Are you, or a Relative, a current owner (wholly or partially), Director, Officer or Employee of the Corporation's outside auditor, or have otherwise worked on the Corporation's outside audit at any time during the past 3-fiscal years?
        If Yes, please attach a detailed explanation of the circumstances.

—Certification—

I, the undersigned, certify that I have read and understand this Annual Conflicts Disclosure Statement. I agree that my actions will comply with the disclosures found in this document. I further affirm that neither I, as a Related Party nor any Relative have, or had, an interest, or has taken any action, that contravenes, or is likely to contravene, the Conflicts of Interests and Related Party Transaction Policy of the Corporation or, otherwise impedes my ability to act as a fiduciary and in the best interests of the Corporation, except those that may have been disclosed herein.

Date Completed:  

Members Name:  

Title (Officer or Director):  

Address:  

Phone/Email:   /  

Signed Date:

 

* Note: for purposes of Question #5 above, the definition the term “payments” does not include charitable contributions, dues or fees paid to the Corporation for services which the Corporation performs as part of its nonprofit purposes, or payments made by the Corporation at fixed or non- negotiable rates or amounts for services received, provided that such services by and to the Corporation are available to individual members of the public on the same terms, and such services received by the Corporation are not available from another source.

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Document name: Code of Ethical Conduct & Annual Potential Conflicts Disclosure Statement
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January 12, 2024 11:43 am EDTCode of Ethical Conduct & Annual Potential Conflicts Disclosure Statement Uploaded by CBR Admin - [email protected] IP 2600:1002:b168:f9ad:b1a3:95be:466b:a3ca
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January 14, 2024 12:35 pm EDTLiz Krizenesky - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 72.78.206.141
January 14, 2024 3:59 pm EDTLiz Krizenesky - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 72.78.206.141
January 15, 2024 2:20 pm EDTLiz Krizenesky - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 2600:1002:b168:f9ad:b1a3:95be:466b:a3ca
January 15, 2024 2:20 pm EDTESig Group - [email protected] added by CBR Admin - [email protected] as a CC'd Recipient Ip: 2600:1002:b168:f9ad:b1a3:95be:466b:a3ca
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