OUR CODE OF ETHICS

The Ohio State University Alumni Association, Inc. has adopted this Code of Ethics, which is applicable to the board of directors and all employees (“team members”) of the organization. The Code reflects the Association’s commitment to not only uphold the law but to maintain the highest standards of ethical conduct. It does not replace, and is intended to supplement, the workplace policies of the Association.

The Association has adopted core values that guide us in our everyday actions. These values are:

Integrity: We keep our promises. Our reputation rests on honesty, fairness, and treating everyone with respect.

Service: We go the extra mile. We provide the highest levels of service to our members, the university, and all alumni.

Quality: We pursue excellence in what we do and how we do it.

Diversity: We are strengthened by nurturing and embracing individual differences.

Innovation: Our success depends on continuous improvement and openness to new ideas.

Tradition: We believe in Ohio State. We cherish the university’s rich and vibrant history and work to enhance its reputation.

This Code serves as a basis for ethical behavior and decision-making in the conduct of Association work. As team members operate in other capacities (such as board membership, service project or employment) with organizations outside the Association, they should be aware of the outside organization’s code of ethics and, where appropriate, adhere to that code.

Team members are strongly encouraged to follow the reporting guidelines set up by this Code if they are in or aware of a situation that may violate or lead to a violation of a professional ethical standard. The Association senior vice president serves as the ethics officer. Those who violate this Code are subject to disciplinary action, up to and including termination.

CODE PROVISIONS

I. BEHAVIOR

A. Responsibility

Team members should strive to conduct themselves in ways that reflect positively upon the Association and the university, and embody the values of the Association.

The Association encourages participation in organizations that promote the wellbeing of our communities, our university, its alumni, and the alumni profession.

B. Unacceptable Conduct

The following list identifies examples of conduct considered detrimental to the Association and its reputation:

Falsification of Association records.
Deliberate disclosure of confidential information except as authorized.
Withholding of information critical to the business of the Association.
Harassment (which includes, but is not limited to sexual harassment, physical fighting, or creating a hostile work environment).
Discrimination against any person on the basis of race, religion, color, national origin, gender, sexual orientation, age, disability, veteran or marital status.
Criminal conduct that impacts the Association’s reputation.
Violation of Association policies.
Theft, misappropriation or deliberate destruction of Association property.
Any conduct that poses a serious threat to the health or safety of employees or Association operations.

If a team member is concerned about particular conduct that may cause harm to the Association or otherwise violates this Code, the ethics officer should be consulted.

II. GENERAL

A. Accounting Issues

The Association will be fair and honest in the reporting of its finances. All financial statements will conform to the law and generally accepted accounting principles. The making of false or misleading entries on the company’s books is prohibited, as is the dissemination of false or misleading financial information. All corporate books, accounts and records must accurately and fairly reflect the Association’s financial position.

B. Association Property

All team members should protect the Association’s assets and ensure their efficient use. Association assets may not be used for unlawful or improper purposes.

C. Gifts, Favors

Receiving: An individual team member may accept incidental or commemorative gifts or favors from third parties having or intending to have a business relationship with the Association (not including the University), if they meet the following criteria:

They are of a value of $75 or less;
They are not excessive in frequency;
They could not be construed as a bribe, inducement or a payoff;
They are not in violation of applicable laws and other provisions contained in this Code;
Public disclosure of the gift or favor will not embarrass the Association.

Any gift or favor that violates these guidelines must be returned promptly with an appropriate explanation. A gift to a close relative (grandparent, parent, spouse, children, grandchildren, sibling, any person related by blood or marriage, or any person residing in the same household) of a team member is also treated as a gift to the team member.

Giving: An individual team member may give incidental or commemorative gifts or favors on behalf of the Association to third parties, if they meet the following criteria:

They have a good business purpose;
They are not excessive in frequency;
They are of a limited value;
They are within budgetary authority;
They are given with the approval of a supervisor at the department head level or above.

D. Conflicts of Interest — Team Members

A conflict of interest is generally any activity that is, or appears to be, opposed to the best interests of the Association or would tend to impair independence of judgment or action in the performance of official duties.

Team members shall not work for an Association vendor.
Team members may not receive any loans, consulting fees, or personal profit in connection with any transaction involving the Association.
It is never acceptable for a team member to utilize Association lists or contacts to market their own third-party goods and services, even if they are unrelated to Association business.
Team members who have a financial interest in any third party that does business or desires to do business with the Association should notify the Association’s ethics officer in order to create adequate protection against the conflict.
A financial interest in a third party by a close relative of a team member is also treated as a financial interest of the team member.
If a conflict of interest exists, the team member will disclose it to the ethics officer and abstain from participation in any decisions related to the conflict situation.

E. Vendor relationships

Vendors and service providers will be selected on the basis of quality, reputation, cost and suitability for the project through a selection process that is fair and transparent.
Each team member shall endeavor to deal fairly with the Association’s suppliers and service providers, without regard to race, religion, color, national origin, gender, sexual orientation, age, disability, veteran or marital status.
During contractual negotiations, no team member or close relative shall receive any gifts or favors from a supplier or service provider.
If team members, or Board members as part of their official duties, are invited to participate in an out-of-town, expense-paid conference or program sponsored by a current or prospective vendor or service provider, they shall present the details of the invitation to their supervisor. The supervisor shall discuss the request with the Ethics Officer and a determination will be made whether to decline the request or recommend to the President/CEO (or Board Chair as appropriate) for acceptance of the invitation as extended, or acceptance on condition that the Alumni Association covers all or part of the cost.

III. CONFIDENTIAL INFORMATION

A. Data Security

The Association is in possession of data involving membership, personal history, financial and contractual records and has an obligation to ensure the safety of that data. Team members shall:

Protect the integrity of the systems and data they are authorized to access and update.
Limit access to Association systems or data to only those with official authorization.

B. Confidentiality

Team members are not authorized to disclose any Association proprietary information in any form to members of the media, to former team members, to vendors, or to the general public without authorization from the President/CEO.

IV. RESPONSIBILITIES OF THE ASSOCIATION'S LEADERSHIP

A. Team members with management authority shall:

Personally subscribe to and promote an ethical approach to the management of the Association.
Ensure that team members are informed of ethical standards before being held to them.
Deal fairly with team members, without regard to race, religion, color, national origin, gender, sexual orientation, age, disability, veteran or marital status.
Provide for due process in hearing charges of violation of this Code.
Consistently apply the provisions in this Code.
Not ask a team member to do anything inconsistent with this Code.
Not retaliate against anyone for expressing ethical concerns about a person or project, or for seeking enforcement of this Code.

V. BOARD OF DIRECTORS

A. Role of the Board of Directors

The Board is the governing authority of the Association. It is responsible for oversight of the affairs of the Association and shall have the power to direct the conduct of the Association’s affairs and property, including the power to approve a yearly budget. All actions of the board, or committees thereof, shall be consistent with law, the Association’s by-laws and this Code.

B. Committees of the Board

The Board may delegate its responsibility to the Board Officers who may conduct business between meetings of the Board. The Board Officers shall report their actions to the Board of Directors at each meeting of the Board.

The Board may create or terminate Standing Committees from time to time in conducting the business of the Association. Standing Committees shall report to the Board and secure approval of the Board where appropriate.

C. Selection of Directors

Directors shall be selected and serve in accordance with the Association’s by-laws.

D. Duties of Directors

Directors must perform their duties, keeping in mind their primary fiduciary duty to the members and the Association. In fulfilling their fiduciary duties, directors have three primary obligations:

A Duty of Care – Directors shall perform their duties with the care that an ordinary prudent person in a like position would use under similar circumstances;
A Duty of Good Faith – Directors shall take the necessary actions to be informed and exercise appropriate judgment;
A Duty of Loyalty – Directors shall perform their duties in good faith, in a manner the director reasonably believes to be in, or not opposed to, the best interest of the Association.

In discharging their duties, a director is entitled to rely in good faith on the honesty and integrity of the Association’s senior executives and the Association’s outside advisors and auditors.

E. Conflicts of Interest for Directors

A “conflict of interest” exists when a Director’s private interest interferes in any way with the interests of the Association. A conflict situation can arise when a Director takes actions or has interests that may make it difficult to perform Association work objectively and effectively. Conflicts of interest may also arise when a Director or close relative (grandparent, parent, spouse, children, grandchildren, sibling, any person related by blood or marriage, or any person residing in the same household) receives improper personal benefits as a result of the Director’s role with the Association.

It is the responsibility of each Director to advise the Association Board Chair of any actual or potential conflict of interest, as well as any affiliation with public or privately held enterprises, including for-profit and not-for-profit entities, which may create a potential conflict of interest, embarrassment to the Association or inconsistency with applicable law, this Code or Association policies or values.

If a conflict of interest exists, the director will disclose it to the board chair, or the ethics officer if appropriate, and abstain from participation in any decisions related to the conflict situation.

VI. CODE VIOLATIONS

A. Reporting Mechanism

Directors and team members have the responsibility to promptly report any violation or potential violation of this Code of which they become aware. This includes violations team members themselves may have inadvertently or otherwise committed.

Team members are encouraged to work first with their supervisors on matters concerning this Code. But it is recognized that under certain circumstances contact with another individual may be warranted. Under such circumstances, team members are encouraged to contact the Association’s senior vice president, who will serve as ethics officer for the Association. The Association’s President/CEO will serve as an option if circumstances warrant. A team member who in good conscience feels uncomfortable making a report internally is encouraged to contact the Chair of the Board of Directors.

Team members may make an anonymous report by submitting the report in writing to the ethics officer.

In no event will there be any retaliation or disciplinary action against a team member for reporting an issue that he or she in good faith believes to be a violation of a law or this Code. A team member who reports a violation or potential violation will, to the fullest extent possible, remain anonymous.

B. Further Education

Team members who desire further information about this Code of Ethics or similar codes are encouraged to contact the ethics officer or to access information resources such as The Ethics Resource Center at www.ethics.org.

VII. IMPLEMENTATION AND REVIEW

A. The Association’s management will actively administer this Code for all employees and the board chair will actively administer this Code for all directors. Training will be provided periodically for all Team Members and new Team Members will receive training on this Code as part of their initial orientation process. Every two years, team members and Board members shall sign a statement attesting that they have read and are in compliance with the Code of Ethics. It is mandatory that all Team Members follow the guidelines which are set forth in this Code.

B. This Code will be reviewed at least bi-annually (odd numbered years) by the Association’s Board of Directors, which will approve all changes made to the Code.

February 2007