Board Policies Form

Board Policies Form

Board Policies

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Conflict of Interest Policy

This Conflict of Interest Policy is designed to help board members, committee members, and employees of Home Builders Foundation (“HBF”) identify situations that present potential or actual conflicts of interest and to provide HBF with a procedure which will allow a transaction to be treated as valid and binding even though a director, committee member, or employee of HBF (individually, “Conflicted Party” and collectively, the “Conflicted Parties”) has or may have a conflict of interest with respect to the transaction. The Policy is intended to comply with the procedure described in Colorado Revised Statutes, § 7-128-501, governing conflicts of interest for directors of nonprofit corporations. In the event there is an inconsistency between the requirements and procedures described herein and those in § 7-128-501, the statute shall control.


1. Conflict of Interest. For purposes of this Policy, “conflicting interest transaction” means a contract, transaction, or other financial relationship:

a. Between HBF and a Conflicting Party; or

b. Between HBF and a party related to a Conflicted Party (a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the Conflicted Party or a party related to the Conflicted Party has a beneficial interest, or an entity in which a party related to the Conflicted Party is a director, officer, or has a financial interest); or

c. Between HBF and an entity in which a Conflicted Party is employed or has a significant financial interest.

A “conflicting interest transaction” does not include a contract or transaction in which goods or services are being donated or gifted to HBF.


2. If the procedures described in paragraph 4 are followed, no conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions solely because the conflicting interest transaction involves:

a. A Conflicted Party; or

b. A party related to the Conflicted Party (see above in Section 1(b)); or

c. An entity in which a Conflicted Party is employed or as a significant financial interest.


3. If the procedures described in paragraph 4 are followed, no conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an

award of damages or other sanctions solely because the Conflicted Party is present at or participates in the HBF board or committee meeting that authorizes, approves, or ratifies the conflicting interest transaction.


4. A conflicting interest transaction described herein shall not be void or voidable, or be enjoined, set aside, or give rise to an award of damages or other sanctions as long as:


a. The material facts as to the Conflicted Party’s relationship or interest in the conflicting interest transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested board members or committee members, even if the disinterested board members or committee members are less than a quorum; or

b. The material facts as to the Conflicted Party’s relationship or interest in the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or

c. The conflicting interest transaction is fair as to HBF.


5. Interested board members, committee members, or employees may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.


6. The fact of an actual or potential conflicting interest transaction and the result of any vote on the transaction by the disinterested members shall be reflected in the minutes of the board or committee meeting.

Gift Acceptance Policy

Home Builders Foundation (“HBF”) solicits and accepts contributions, gifts, and grants that will help the organization further and fulfill its mission. HBF urges all prospective donors to seek the assistance of personal legal and financial advisors in matters relating to their gifts, including the resulting tax and estate planning consequences. HBF may accept or deny gifts at its absolution and sole discretion. Decisions about the acceptance or refusal of such a gift shall be made by HBF’s Executive Committee, in consultation with the Executive Director and/ or Development Director.


Use of Legal Counsel – HBF will seek the advice of legal counsel in matters relating to acceptance of gifts on an as-needed basis. Review by counsel is recommended for:

  • Gifts of securities that are subject to restrictions or buy-sell agreements
  • Documents naming HBF as trustee or requiring HBF to act in any fiduciary capacity
  • Gifts requiring HBF to assume financial or other obligations
  • Transactions with potential conflicts of interest above and beyond HBF’s current conflict of interest parameters
  • Gifts of tangible personal property or real estate
  • Life Insurance

Restrictions on Gifts – HBF will not accept gifts that (a) compromises any of HBF’s core values or its mission, (b) damage HBF’s reputation, (c) offered in a form that HBF can use without incurring substantial expense or difficulty, (d) encourage or discourage future gifts, (e) will create a conflict of interest above and beyond HBF current conflict of interest parameters. Decisions on the restrictive nature of a gift, and its acceptance or refusal, shall be made by the Executive Committee, in consultation with the Executive Director and/or Development Director.


HBF will respect the intent of the donor relating to gifts for restricted purposes and those donors who wish to remain anonymous. With respect to anonymous gifts, HBF will restrict information about the donor to only those staff members with a need to know.



Record Retention & Destruction Policy

Home Builders Foundation (“HBF”) takes seriously its obligations to preserve information that may relate to litigation, audits, and investigations.


The information listed in the retention table below is intended as a guideline and may not contain all the records the HBF may be required to keep in the future. Questions regarding the retention of documents listed or not listed in this table should be directed to the Executive Director or President of the Board of Directors.


From time to time, the Executive Director or President of the Board may issue a notice, known as a “legal hold,” suspending the destruction of records due to pending, threatened, or otherwise reasonably foreseeable litigation, audits, government investigations, or similar proceedings. No records specified in any legal hold may be destroyed, even if the scheduled destruction date has passed, until the legal hold is withdrawn in writing by the Executive Director or Board President.


Record Category

Item

Retention Period

Corporate Records

Bylaws and Articles of Incorporation

 

Permanent

 

Corporate resolutions

 

Permanent

 

Board and committee meeting agendas and

Minutes

 

Permanent

 

 

Conflict-of-interest disclosure forms

 

4 years

Finance and

Administration

Financial statements (audited)

7 years

 

 

Auditor management letters

7 years

 

 

Payroll records

7 years

 

 

Check register and checks

7 years

 

 

Bank deposits and statements

 

7 years

 

Chart of accounts

 

7 years

Record Category

Item

Retention Period

Finance and Administration (cont.)

General ledgers and journals (includes bank reconciliations)

 

7 years

 

Investment performance reports

 

7 years

 

Equipment files and maintenance records

7 years after disposition

 

 

Contracts and agreements

7 years after all obligations

end

 

Correspondence — general

2 years

 

Insurance Records

Policies — occurrence type

 

Permanent

 

Policies — claims-made type

 

Permanent

 

Accident reports

7 years

 

 

Safety (OSHA) reports

 

7 years

 

Claims documents (after settlement)

 

7 years

 

Group disability records

7 years after end of benefits

 

Real Estate

Deeds

Permanent

 

 

Leases (expired)

7 years after all obligations

end

 

 

Mortgages, security agreements

7 years after all obligations

end

 

Tax

IRS exemption determination and related

Correspondence

 

Permanent

 

 

IRS Form 990s

7 years

 

Human Resources

Employee personnel files (terminated employees)

 

7 years

 

 

Employment applications

 

3 years

 

Retirement plan benefits (plan descriptions,

plan documents)

 

 

Permanent

 

Record Category

Item

Retention Period

Human Resources (cont.)

Workers comp claims (after settlement)

7 years

 

 

Form I-9 (store separate from personnel file)

Either 1 year after termination of employment, or 3 years after employment begins, whichever is later

 

Colorado Affirmation Form

 

Same as Form I-9

 

Withholding tax statements

 

7 years

 

Timecards

 

3 years

Technology

Software licenses and support agreements

7 years after all obligations

end


Electronic Documents and Records.

 

Electronic documents will be retained as if they were paper documents.  Therefore, any electronic files that fall into one of the document types listed in the above table will be maintained for the appropriate amount of time.  If a user has sufficient reason to keep an e-mail message, the message should be printed in hard copy and kept in the appropriate file or moved to an “archive” computer file folder.  Backup and recovery methods will be tested on a regular basis.

 

             Document Destruction.

 

The Executive Director is responsible for the ongoing process of identifying HBF’s 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. 

 

            Compliance.

 

Failure on the part of employees to follow this policy can result in possible civil and criminal sanctions against HBF and its employees and possible disciplinary action against responsible individuals.  The Executive Director and President of the Board will periodically review these procedures with legal counsel or the organization’s certified public accountant to ensure that they are in compliance with new or revised regulations.


Whistleblower Policy

1.         Purpose.

 

Home Builders Foundation (“HBF”) requires board members, committee members, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities, and expects all directors, committee members, and employees to comply with all applicable laws and regulatory requirements including this policy (this “Whistleblower Policy”).

 

2.         Reporting Responsibility.

 

HBF seeks to have an “Open Door Policy” and encourages board members, committee members, and employees as part of their fiduciary duty to share their questions, concerns, suggestions, or complaints regarding the HBF and its operations with someone who can address them properly.  In most cases, a board member or committee member should present his or her concerns to the President of HBF Board (“Board”).  The Executive Director is generally in the best position to address an employee’s area of concern.  However, if a Board member or committee member is not comfortable speaking with the President of the Board or is not comfortable with the President’s response, or if an employee is not comfortable speaking with the Executive Director or is not satisfied with the Executive Director’s response, the board member, committee member, or employee is encouraged to speak with anyone on the Board with whom they are comfortable approaching.

 

3.         No Retaliation.

 

No Board member, committee member, or employee who in good faith reports a perceived violation of a law or regulatory requirement shall suffer harassment, retaliation, or adverse consequence.  A Board member, a committee member, or an employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including removal of their position on the Board or committee, and/or termination of employment.  This Whistleblower Policy is intended to encourage and enable persons to raise serious concerns within HBF prior to seeking resolution outside HBF.

 

4.         Compliance Officer.

 

HBF’s Executive Director, working with the President of the Board, will act as HBF’s Compliance Officer.  The Compliance Officer is responsible for investigating and resolving all complaints and allegations made pursuant to this Policy.  The President of the Board or his or her designee will act as the Compliance Officer if the complaint involves the Executive Director.  If the complaint involves both the Executive Director and the Board President, outside legal counsel will carry out the functions of the Compliance Officer.

 

 

5.         Requirement of Good Faith.

 

Anyone making a complaint concerning a violation or suspected violation of the law

or regulatory requirements must be acting in good faith and have reasonable grounds for

believing the information disclosed indicates a violation.  Any allegations that prove to be unsubstantiated and which prove to have been made maliciously or made knowing they were false will be viewed as a serious disciplinary offense, including, but not limited to, those outlined in Section 3 hereof.

 

6.         Confidentiality.

 

Violations or suspected violations of the law or regulatory requirements may be submitted on a confidential basis by the person reporting the violation or may be submitted anonymously.  Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

 

7.         Handling of Complaints.

 

The Compliance Officer, or the person responsible for carrying out the Compliance Officer’s role with respect to a complaint made pursuant to this Policy will acknowledge receipt of the complaint by writing a letter or e-mail to the complainant within five business days of receipt of the complaint (unless the identity of the complainant is unknown due to an anonymous complaint being made). All complaints will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.


 

Investment Policy

This Investment Policy Statement (IPS) will:

Ø  Outline the current investment goal of Home Builders Foundation

Ø  Recommend a portfolio strategy suited to the foundation’s needs

Ø  Identify the roles and responsibilities of the financial advisor and the foundation

Ø  Explain the investment process used to develop the portfolio

 

The investment goal of Home Builders Foundation is to seek growth of investment capital, over a long-term investment period, so as to increase the value of the foundation’s endowment over time.

 

The recommended investment for the foundation is a moderate growth strategy utilizing mutual funds.


     This is based on a long term investment period which is defined as several market cycles – a market cycle shall be defined as the longer-term price movements in a broader market index, including one complete uptrend and one complete downtrend—typically 5-7 years.

     This is based on a moderate amount of risk tolerance toward markets’ movements with about 50% to 70% percent of the portfolio allocated to equity securities mutual funds and about 30% to 50% allocated to debt securities mutual funds. 

     Various asset classes will be utilized to create a diversified portfolio including: Domestic Stocks, Foreign Stocks, Domestic Corporate and/or Government Bonds, Foreign Corporate and/ or Government Bonds, Real Estate securities, and cash equivalents.

 

The financial advisor serving this policy/portfolio shall be Ali Barghelame, CFP, doing-business-as Barghelame Wealth Advisors, Inc. Ali Barghelame, and his team: Byron Hurlbut and Alyssa Paretta, will:

·       Help determine an appropriate investment policy for the foundation

·       Help determine risk as appropriate to the investment policy and the foundation

·       Advise, recommend, analyze, and construct an investment portfolio as it pertains to the investment policy and the foundation

·       Monitor performance of the recommended portfolio relative to the investment policy and investment goals of the foundation

·       Review changes to the circumstances of the foundation

·       Review the investment portfolio, as least annually, with the foundation and present an analysis of said review

·       Communicate and help implement any necessary changes based on said review

 

 

Home Builders Foundation, via its board, will:

·       Help determine an appropriate investment policy for the foundation

·       Help determine risk as appropriate to the investment policy and the foundation

·       Communicate any changes to the foundations investment policy, investment goal, risk tolerance, and/or investment time period

·       Meet with the financial advisor, at least on an annual basis, for the aforementioned review

 

The recommended investment portfolio has been analyzed using tools available to Barghelame Wealth Advisors, Inc. from Morningstar Investment Services Inc. The mutual funds have been primarily selected and rated according to Morningstar’s benchmarks and factors such as: mutual fund management, management tenure, risk, and annual fees, etc. Whereas some analysis was taken directly from the mutual funds’ family data, future analysis and review of the funds within the portfolio will continue to be measured using Morningstar’s tools. 



Antitrust Policy

Home Builders Foundation (HBF) has a policy of strict compliance with federal and state antitrust laws. The antitrust laws prohibit agreements among competitors, and HBF members can be considered competitors in the context of antitrust challenges even if their businesses (or professional practices) are not in the same geographic areas or in the same product lines (or professional fields or specialties). The penalties for violations of the antitrust laws can be very severe—not only for the HBF but also for its members. These laws were intended to protect smaller competitors from unfair practices of larger competitors. For example, suppliers are prohibited by the antitrust laws from entering into collective agreements detrimental to customers or users. HBF and its members have a corresponding obligation to strictly obey the antitrust laws themselves.

Members of HBF shall not discuss, exchange information, make agreements, or otherwise concur on positions or activities that in any way tend to raise, lower, or stabilize prices (or fees), divide up markets, or encourage boycotts. Each member must decide for itself, without consultation with competitors, how to conduct its business (or its professional practice) and with whom to do business (or engage in professional practice). Specifically, members should not agree on:
  • Current or future prices (or fees), price (or fee) changes, discounting, and other terms and conditions of sale (or of providing professional services). Members should be extremely careful about discussing prices (or fees). Agreements on pricing (or fees) are clearly illegal. Even price (or fee) discussions by competitors, if followed by parallel decisions on pricing (or fees), can lead to antitrust investigations or challenges. 
  • Allocating territories or customers (or clients). Any agreement by competitors to “honor”, “protect”, or “avoid invading” another’s market areas or protect lines (or professional practice areas) would violate the law. 
  • Refusing to do business with those whose business practices the competitors oppose. Competitors may discuss the policies or practices of suppliers, but they must never threaten directly or indirectly to act jointly to enforce changes to those policies or practices. Again, discussion followed by parallel decision making could at least trigger careful antitrust scrutiny. 
Discussions of pricing (or fees) or boycotts as part of an HBF-scheduled program or at HBF-sponsored meetings could implicate and involve the HBF in extensive and expensive antitrust challenges. The U.S. Supreme Court has determined that recommendations or exhortations in antitrust areas by individuals who might appear to represent an association in some capacity can likewise jeopardize the association, so those in positions of responsibility for the association must be especially cautious.

To avoid even the perception that an HBF-scheduled program or HBF-sponsored meetings could violate this antitrust policy or the antitrust laws, good meeting practices should be exercised, including: (i) the use of a written agenda; (ii) the prompt preparation of brief minutes summarizing the matters discussed and the conclusions reached; and (iii) the retention and distribution of only final approved minutes.

The antitrust laws are complicated and often unclear. If any member is concerned that he or she may be in the “gray area” that member should consult with the HBF's senior executives or legal counsel. If the conversation among competitors at an HBF-scheduled program or HBF-sponsored meeting turns to antitrust-sensitive issues, participants should discontinue the conversation until legal advice is obtained, or else leave the program or meeting immediately. 

Anti-Discrimination Policy

Home Builders Foundation (HBF) is committed to an anti-discrimination policy in all of its

programs and services. HBF does not discriminate against any employee, volunteer or

recipient of services on the basis of race, cultural heritage, national origin, religion, age, sex,

sexual orientation, marital status, physical or mental disability, or any other status protected

under local, state, or federal law.

Confidentiality Agreement

I, the undersigned, in consideration of my participation as a volunteer with Home Builders Foundation (“HBF”), hereby agree to this Confidentiality Agreement (this “Agreement”).

I understand that I may be given access to information that is considered proprietary or confidential by HBF (“Confidential Information”) to the extent necessary in order to perform my duties as a volunteer with HBF. I shall not, at any time either during or subsequent to this participation with HBF, make unauthorized disclosures or unauthorized use of any Confidential Information. Proprietary information includes, but is not limited to, all information, data, reports, analyses, processes, know-how, designs, plans, marketing data, business plans and strategies, negotiations and contracts, research, and volunteer, donor or vendor lists, compilations, trade secrets, and confidential information, whether in written, oral or electronic form. Confidential information includes, but is not limited to, any personal information of any HBF employee, volunteer, agency partner, or donor, whether in written, oral or electronic form. All Confidential Information shall be marked as “confidential” or communicated to be “confidential” whenever disclosed in written or oral form, respectively, by HBF. I agree not to use, without HBF’s prior written consent, the Confidential Information for any purpose other than to carry out my role with HBF.


The term "Confidential Information" does not include information which (i) is or subsequently may become, through no fault of mine,  publicly available, (ii) was available to me on a non-confidential basis prior to its disclosure to me by HBF or its representatives, (iii) becomes available to me on a non-confidential basis from a source other than HBF or its representatives provided that such source is not known to me after reasonable inquiry to be bound by a confidentiality agreement with HBF or its representatives or (iv) is independently developed by me.  I acknowledge that the Confidential Information is and will remain the property of HBF.


All employer records and information relating to HBF or its volunteers, agency partners, and donors are confidential, and I will treat all matters accordingly. This includes any information protected under any applicable state or federal privacy law. No HBF-related information, including without limitation, documents, notes, files, records, oral information, computer files or similar materials (except in the ordinary course of performing duties on behalf of the HBF) may be removed from HBF premises without permission from HBF staff. Additionally, the contents of HBF’s records or information otherwise obtained in regard to business may not be disclosed to anyone, except where required for an authorized business purpose and/or required by law. I will not disclose any confidential information, purposefully or inadvertently (through casual conversation), to any unauthorized person inside or outside the HBF. If I am unsure about the confidential nature of specific information, or whether specific information may be protected under state or federal law, I will ask an HBF staff member supervising my actions as a project for clarification before disclosing the information.


Proprietary information and trade secrets are created at substantial cost and expense to HBF. Unauthorized use or disclosure of confidential or proprietary information would cause irreparable injury to HBF. I agree that monetary damages would not be a sufficient remedy for any breach of this agreement by me, and that, in addition to all other remedies, HBF shall be entitled to seek (a) specific performance and (b) injunctive or other equitable relief as a remedy for any such breach, and I further agree to waive any requirement for any bond in connection with such remedy.


In the event that I am legally compelled to disclose any of the Confidential Information, I agree to provide the HBF with prompt prior written notice so that it may seek a protective order and/or waive compliance with the terms of this Agreement.  In the event that such protective order or other remedy is not obtained, or the Company waives compliance with the provisions hereof, I agree to furnish only that portion of the Confidential Information which I am legally required to furnish.


This Agreement will be governed by and construed in accordance with the laws of the State of Colorado and the parties hereto agree to submit to (and expressly consent to) the jurisdiction of, and waive any objection to venue in, federal or state courts located in such state.


Any notice or other communication required or permitted to be delivered under this Agreement shall be in writing and shall be deemed effectively given:  (i) upon personal delivery to the party to be notified; (ii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, to the address set forth beneath the name of each party below (or to such other address as such party may designate by advance written notice to the other party hereto).


This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same instrument. A signed copy of this Agreement delivered by photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF” files) of signatures shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


The obligations set forth in this Agreement shall expire on the first annual anniversary of the Effective Date.


When I cease my participation as a volunteer with the HBF, I, at my discretion, will destroy or return all HBF-related information and property that I have in my possession, including without limitation documents, files, records, manuals, information stored on a personal computer, personal data assistant or computer disk, supplies, and I will return all equipment or office supplies.


The undersigned parties hereby agree to the terms of this Agreement.