Table of Contents
I. Preamble
II. Scope
III. Fiduciary Responsibilities
IV. Disclosure
V. Restraint on Participation
VI. Removal of Board Member for Violations
I. Preamble
Integrity, credibility, and ethical leadership and management of the highest order are the goals the East Tennessee State University Foundation aspires to faithfully meet in all activities of the ETSU Foundation. This is absolutely essential in order to achieve the mission of the ETSU Foundation to build and provide the margin of excellence for students, faculty, donors, and all persons served by the ETSU Foundation, and to meet the highest expectations and fulfillment of the public trust and best interests of the ETSU Foundation.
As required by Tennessee Code Annotated Section 49-7-107, the ETSU Foundation establishes and adopts this Code of Ethics to apply to and govern the conduct of all Members of the ETSU Foundation Board of Directors.
II. Scope
The following statement of policy applies to each member of the Board of Directors and to all officers of the ETSU Foundation. It is also intended to serve as guidance for all persons employed by ETSU in positions of significant staff responsibility for the activities of the ETSU Foundation.
III. Fiduciary Responsibilities
Members of the Board of Directors and officers of the Foundation serve the public trust and have a clear obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions of the Board and officers are to be made solely on the basis of a desire to promote the best interests of East Tennessee State University, the ETSU Foundation and the public good and trust. The integrity of the Foundation and East Tennessee State University must be protected and advanced at all times and in every decision and action undertaken.
People of substance inevitably are involved in the affairs of other institutions and organizations. An effective board cannot consist of individuals entirely free from at least perceived conflicts of interest. Although most such potential conflicts are and will be deemed to be inconsequential, it is each persons solemn responsibility to ensure that the Board is made aware of situations that involve personal, familial or business relationships that may be questionable for the ETSU Foundation or East Tennessee State University. Thus, the Board requires each Board member and officer annually (1) to review this policy; (2) to disclose any possible personal, familial or business relationships that reasonably could give rise to a conflict of interest involving the ETSU Foundation or East Tennessee State University; and (3) to acknowledge that he or she is in accordance with the letter and spirit of this policy.
IV. Disclosure
All Board members and officers are requested to disclose only those substantive and business relationships that they maintain (or members of their families maintain) with organizations that do business with the Foundation, East Tennessee State University or any related or affiliated organization, or which otherwise could be construed to potentially affect their independent, unbiased judgment in light of their decision-making authorities or responsibilities. Any uncertainties as to the appropriateness of listing a particular relationship may be resolved by consultation with the Executive Vice President of the Foundation, who in turn may consult with legal counsel, the Executive Committee or the Board of Directors in executive session.
Information disclosed or provided by any person pursuant to this policy shall be held in confidence except when, after consultation with that person, the best interests of the ETSU Foundation or East Tennessee State University would be served by disclosure.
The following definitions are provided to assist Board members and officers in determining whether to disclose a particular relationship:
Substantive Relationship - One in which a Board member, officer or family member, or an organization with which the Board member, officer or family member benefits directly, indirectly or potentially from cash or property receipts.
Business Relationship - One in which a Board member, officer, family member is an officer, director, employee, partner, trustee, controlling stockholder or the actual or beneficial owner of more than 5 percent of the voting interest of an organization, or serves in similar capacities with non-profit organizations, including other universities and colleges.
Family Member - A spouse, parents, siblings, children or any other relative of a Board member or officer if the latter resides in the same household as the Board member of officer.
V. Restraint on Participation
Board members or officers who have declared or have been found to have a conflict of interest as defined herein shall refrain from consideration or proposed transactions, unless for special reasons the Board or administration requests information or interpretation. Persons with conflicts shall not vote, participate in discussion or be present at the time of the vote. Any proposed transaction in which a conflict of interest has been declared or found to exist must be approved by a majority of the disinterested members of the Board or the appropriate committee of the Board after disclosure of the conflict of interest.
VI. Removal of Board Member for Violations
Any Board member or officers found to have willfully committed a material violation of this Code of Ethics may be removed as provided by state law.
Each officer or member of the Board of Directors for the ETSU Foundation is provided a copy of the ETSU Foundations Code of Ethics and Tennessee Code Annotated Section 49-7-107 that requires foundations for state universities and colleges to adopt a Code of Ethics at the time of his or her nomination for election. By virtue of election, officers and members of the Board of Directors for the ETSU Foundation agree to abide by the Code of Ethics, and disclose any conflicts-of-interest that arise under the ETSU Foundation Code of Ethics during their service as an officer or member of the Board of Directors.