We will not sell, share or trade our donors’ names or personal information with any other entity, nor send mailings to our donors on behalf of other organizations. This policy applies to all information received by Farm Animal Rights Movement (FARM), both online and offline, on any Platform (“Platform”, includes the FARM website and mobile applications), as well as any electronic, written, or oral communications. To the extent any donations are processed through a third-party service provider, our donors’ information will only be used for purposes necessary to process the donation.
Conflict of Interest Policy
The purpose of this Conflict of Interest and Compensation Policy (the “policy”) is to protect the organization’s interests when it is considering taking an action or entering into a transaction that might benefit the private interests of a director, officer or key person, result in the payment of excessive compensation to a director, officer or key person; or otherwise violate state and federal laws governing conflicts of interest applicable to nonprofit, charitable organizations.
Why is a policy necessary?
As a nonprofit, charitable organization, the organization is accountable to both government agencies and members of the public for responsible and proper use of its resources. Directors, officers and employees have a duty to act in the organization’s best interests and may not use their positions for their own financial or personal benefit.
Conflicts of interest must be taken very seriously since they can damage the organization’s reputation and expose both the organization and affiliated individuals to legal liability if not handled appropriately. Even the appearance of a conflict of interest should be avoided, as it could undermine public support for the organization.
To whom does the policy apply?
This policy applies to all directors, officers and key persons.
Identifying Conflicts of Interest
What is a conflict of interest? A potential conflict of interest arises when a director, officer or key person, or that person’s relative or business (a) stands to gain a financial benefit from an action the Organization takes or a transaction into which the Organization enters; or (b) has another interest that impairs, or could be seen to impair, the independence or objectivity of the director, officer or key person in discharging their duties to the Organization.
What are some examples of potential conflicts of interest?
It is impossible to list all the possible circumstances that could present conflicts of interest. Potential conflicts of interest include situations in which a director, officer or key person or that person’s relative or business:
- has an ownership or investment interest in any third party that the Organization deals with or is considering dealing with;
- serves on the board of, participates in the management of, or is otherwise employed by or volunteers with any third party that the Organization deals with or is considering dealing with;
- receives or may receive compensation or other benefits in connection with a transaction into which the Organization enters;
- receives or may receive personal gifts or loans from third parties dealing with the Organization;
- serves on the board of directors of another nonprofit organization that is competing with the Organization for a grant or contract;
- has a close personal or business relationship with a participant in a transaction being considered by the Organization;
- would like to pursue a transaction being considered by the Organization for their personal benefit.
In situations where you are uncertain, err on the side of caution and disclose the potential conflict as set forth in Section III of this policy. A potential conflict is not necessarily a conflict of interest. A person has a conflict of interest only if the audit committee decides, pursuant to Section IV of this policy, that a conflict of interest exists.
Disclosing Potential Conflicts of Interest
You must disclose to the best of your knowledge all potential conflicts of interest as soon as you become aware of them and always before any actions involving the potential conflict are taken. Submit a signed, written statement disclosing all the material facts to the audit committee.
You must file an annual disclosure statement in the form attached to this policy. If you are a director, you must also file this statement prior to your initial election. Submit the form to the chair of the audit committee.
Determining Whether a Conflict of Interest Exists
After there has been disclosure of a potential conflict and after gathering any relevant information from the concerned director, officer or key person, the audit committee shall determine whether there is a conflict of interest. The director, officer or key person shall not be present for deliberation or vote on the matter and must not attempt to influence improperly the determination of whether a conflict of interest exists.
In determining whether a conflict of interest exists, the audit committee shall consider whether the potential conflict of interest would cause a transaction entered into by the Organization to raise questions of bias, inappropriate use of the Organization’s assets, or any other impropriety.
A conflict always exists in the case of a related party transaction – a transaction, agreement or other arrangement in which a related party has a financial interest and in which the Organization or any affiliate of the Organization is a participant.
If the audit committee determines that there is a conflict of interest, it shall refer the matter to the board of directors (“board”).
Procedures for Addressing a Conflict of Interest
When a matter involving a conflict of interest comes before the board, the board may seek information from the director, officer or key person with the conflict prior to beginning deliberation and reaching a decision on the matter. However, a conflicted person shall not be present during the discussion or vote on the matter and must not attempt to influence improperly the deliberation or vote.
Additional Procedures for Addressing Related Party Transactions
- The Organization may not enter into a related party transaction unless, after good faith disclosure of the material facts by the director, officer or key person, the board or a committee authorized by the board determines that the transaction is fair, reasonable and in the Organization’s best interest at the time of such determination.
- If the related party has a substantial financial interest, the board or authorized committee shall:
- prior to entering into the transaction, consider alternative transactions to the extent available;
- approve the transaction by a vote of not less than a majority of the directors present at the meeting; and
iii. contemporaneously document in writing the basis for its approval, including its consideration of any alternative transactions.
Minutes and Documentation
The minutes of any board meeting at which a matter involving a conflict of interest or potential conflict of interest was discussed or voted upon shall include:
- the name of the interested party and the nature of the interest;
- the decision as to whether the interest presented a conflict of interest;
- any alternatives to a proposed contract or transaction considered by the board; and
- if the transaction was approved, the basis for the approval.
The Organization shall not make a loan to any director or officer.
Procedures for Determining Compensation
- No person shall be present for or participate in board or committee discussion or vote pertaining to:
- their own compensation;
- the compensation of their relative;
- the compensation of any person who is in a position to direct or control them in an employment relationship;
- the compensation of any person who is in a position to directly affect their financial interests; or
- any other compensation decision from which the person stands to benefit.
In the case of compensation of Key Persons, the following additional procedures apply:
- The board or a committee authorized by the board shall approve compensation before it is paid.
- The board or authorized committee shall base approval of compensation on appropriate data, including compensation paid by comparable organizations (three are sufficient if the Organization’s income is less than $1,000,000) for functionally similar positions, availability of similar services in the geographic area of the Organization, and compensation surveys compiled by independent firms.
- The board or authorized committee shall contemporaneously document:
- the terms of compensation and date of determination;
- the members of the board or committee who were present and those who voted for it;
iii. the comparability data relied on and how it was obtained;
iv if the compensation is higher or lower than the range of comparable data, the basis for
the determination, and;
- any actions with respect to consideration of the compensation by anyone on the board or committee who had a conflict of interest with respect to the matter.
Farm Animal Rights Movement (FARM) requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of FARM, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that FARM can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of FARM’s code of ethics or suspected violations of law or regulations that govern FARM’s operations.
It is contrary to the values of FARM for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of FARM. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.
FARM has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with [insert here another title, such as Executive Director, or a board member, if the organization is very small and involving the board would be appropriate]. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the FARM’s [Compliance Officer] [or designated employee or board member], who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor or the Executive Director or the organization’s Compliance Officer [or other designated person].
FARM’s Compliance Officer is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Officer will advise the Executive Director and/or the Board of Directors of all complaints and their resolution and will report at least annually to the Treasurer/Chair of the Finance Committee/Audit Committee on compliance activity relating to accounting or alleged financial improprieties.
Accounting and Auditing Matters
FARMs Compliance Officer shall immediately notify the Audit Committee/Finance Committee of any concerns or complaints regarding corporate accounting practices, internal controls or auditing and work with the committee until the matter is resolved.
Acting in Good Faith
Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Handling of Reported Violations
FARM’s Compliance Officer will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
Records Retention and Destruction
The purpose of this Record Retention and Destruction Policy is to ensure that Farm Animal Rights Movement (FARM) retains its official records in accordance with the requirements of all applicable laws and to ensure that official records no longer needed by FARM are discarded at the proper time. This Policy provides guidelines concerning the length of time official records should be retained under ordinary business circumstances.
This Policy applies to all official records generated in the course of FARM’s operations, including but not limited to:
- Typed, or printed hardcopy (i.e., paper) documents;
- Electronic records and documents (e.g., email, Web files, text files, PDF files);
- Video or digital images;
- Graphic representations;
- Electronically stored information contained on network servers and/or document management systems; and
- Recorded audio material
- All records shall be maintained and stored for a period of seven years.
The Directors of FARM will be responsible for the administration of this policy to all employees and to ensure that the policy is implemented.
- Make modifications to the Record Retention Schedule from time to time to ensure that this Policy complies with local, state and federal laws and includes the appropriate document and record categories for FARM.
- Monitor the compliance of FARM officers and employees with this Policy;
- Directors shall take other action as may be authorized by the FARM Board of Directors.
RECORD STORAGE PROCEDURES
- In order to facilitate administration of this Policy, where practicable,FARM’s official records should generally be organized and stored according to general categories in a manner that best facilitates the efficient administration of the organizations operations. Records within each category should generally be organized and stored in chronological order or by time period (e.g., by month or year).
- Categories of records not required to be retained on a permanent basis should be maintained by date or conspicuously dated to enable such records to be easily identified for destruction at the end of the record retention period.
- Records containing confidential information should be labeled and/or stored in a manner to limit access to those employees or other individuals with authorization to view such records.
SUSPENSION OF RECORD DISPOSAL IN EVENT OF LITIGATION OR CLAIMS
In the event any employee of FARM reasonably anticipates or becomes aware of a governmental investigation or audit concerning the Agency or the commencement of any litigation against or concerning the Agency, such employee shall inform Directors and Board of Directors and any further disposal of documents shall be suspended until such time as the Board of Directors, with the advice of the Executive Director and the Agency’s legal counsel, determines otherwise. The Directors shall take such steps as are necessary to promptly inform affected staff of any suspension in the disposal or destruction of documents.
CONFIDENTIALITY AND OWNERSHIP
All records are the property of FARM and employees are expected to hold all business records in confidence and to treat them as FARM assets. Records must be safeguarded and may be disclosed to parties outside of the Agency only upon proper authorization. Any subpoena, court order or other request for documents received by employees, or questions regarding the release of the Agency’s records, must be directed to the Executive Director prior to the release of such records. Any records of the Agency in possession of an employee must be returned to the employee’s supervisor or the Board of Directors upon termination of employment.
This policy is not intended to and does not constitute or create contractual terms of employment, assure specific treatment under specific conditions, and/or does not alter the at-will nature of any employment relationship with FARM.