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Standards of Conduct

Includes Confidentiality, Conflicts of Interest and Whistleblower Provisions.

Ark Board of Directors, Charter Members, Employees, and Volunteers: 

Maintaining The Ark as a leader in non-profit corporate citizenship is an integral part of our being. In order to be recognized as a leader, each of us must conduct our business with the highest standards of integrity.

The legislative and regulatory environment in which we operate continues to become more complicated. Further, our customers and the general public have ever greater expectations of a leader like The Ark. Conduct that technically complies with the law but falls short of our standards can seriously damage our reputation.

Compliance with Laws and Ark Policies

Your Responsibility as an Ark Board Director, Charter Member, Employee or Volunteer
We expect you to know – and comply with – all Ark policies and legal requirements related to your activities here. If you ever detect what you think is a violation of law or of written Ark policy, including our policy regarding unlawful discrimination and/or harassment, we expect you to report it promptly to your direct supervisor or the Executive Director or the Chair of the Board. If you believe the matter relates to financial matters, we expect you to report it promptly to the Audit Committee.

You need not fear reprisals. Ark policy expressly prohibits any form of retaliation against directors, employees or volunteers who report credible suspected violations of law or written Ark policies.

Non-Discrimination and Anti-Harassment Policies
The Ark is committed to providing a safe and welcoming atmosphere for all people to listen to, learn about, perform and share music. It is the policy of The Ark to provide equal employment and volunteer opportunities to all qualified employees or applicants, and to administer its personnel practices and maintain an environment free of discrimination or harassment on the basis of age, religion, color, race, national origin, sex, sexual orientation, gender identity, gender expression, marital status, familial status, veteran status, height, weight, non-job-related medical condition or disability, or any unlawful criterion or circumstance.

Dealings with Suppliers and Customers, and Other Potential Conflicts of Interest

Introduction
Ark Board Directors, Charter Members, employees, and volunteers are expected to avoid using their association with The Ark to privately enrich themselves or others while conducting Ark business. Indeed, when dealing with Ark suppliers, customers and all others, we expect you to scrupulously avoid even the appearance of a conflict of interest. 

A simple test: Could your conduct withstand public scrutiny?

If your conduct were disclosed to management and reported in the media, would you be able to justify it as lawful and appropriate for an Ark Board Director, Charter Member, employee or volunteer? If not, don't do it. 

Conflict of Interest Policy
No Ark Board Member, Charter Member, employee or volunteer shall derive any personal profit or gain, directly or indirectly, by reason of his or her affiliation with The Ark. Per The Ark’s bylaws, each individual shall disclose to The Ark any personal interest which he or she may have in any matter pending before the organization and shall refrain from participation in any decision on such matter. Such refraining can take the form of simple disclosure, leaving the room during discussion, not participating in the discussion, or recusing oneself from the issue altogether. When action is taken and a Member has disclosed a conflict of interest, that conflict shall be made a matter of record.

Ark Board Members, Charter Members, employees and volunteers shall refrain from obtaining any list of The Ark’s clients or constituents for personal or private solicitation purposes at any time during their term of employment, board service or volunteer service.

Receiving Gifts and Favors
Never ask for any gift or favor from any individual or organization that does – or seeks to do – business with The Ark. 

But while soliciting gifts and favors is never permissible, it's all right to accept gifts and favors that are freely offered by suppliers, dealers, and others with whom The Ark does business, subject to these important limitations:

  • The gift or favor must be of a nominal value and must involve no more than normal sales promotion or publicity and must not involve personal gain or undue influence to Ark-related decisions.
  • Social amenities such as meals, travel, entertainment, or clothing must be appropriate and limited, and must never give the appearance of impropriety.
  • You may not borrow money, except from qualified financial institutions on generally available terms.

Giving Gifts and Favors
Generally, neither The Ark nor an Ark Board Director, Charter Member, employee or volunteer may give gifts or grant favors (on behalf of The Ark) to directors, employees or volunteers or their family members or other personal associates except for Ark-approved programs.

Similarly, you may not give a gift or favor to those who do – or seek to do – business with The Ark unless it involves Ark-approved sales promotions, advertising, or publicity OR unless it meets this two-pronged test: (1) it is of nominal value, and (2) it does not risk appearing to compromise your business relationship.

Certain Employee and Board Member Financial Interests Prohibited
Without first getting a special waiver, you must not acquire or hold any of the following financial interests in an organization with which The Ark does business:

  • Any interest as a proprietor or partner.
  • Any interest exceeding 5% of the total stock or bonds of a company.
  • Any interest in the form of a loan, advance, or other financial arrangement in an amount greater than 5% of the combined capital and debt of a company (whether or not publicly owned).

If you hold – or intend to acquire – an interest listed above, you must get the written approval of the Chair of the Board of Directors. Even with this approval, however, you must not be personally involved in any business transaction that The Ark may undertake with the organization in which you have a financial interest.

Reporting Certain Financial Interests
You must inform The Ark of any financial interest held by you, or by members of your family, in any organization that is not publicly traded and with which The Ark does business. Except for the three special cases just listed in the preceding section, such an interest is not prohibited, but it must still be disclosed to prevent any possible conflict.

In addition, you must report any other monetary interest that you or any of your family members have in any business transaction with The Ark.
 

Political Contributions and Activities

Governmental Relations and Civic Affairs
The Ark encourages you to participate as an individual citizen in political and governmental affairs. The Ark respects your right to use personal time as you choose and to decide the extent and direction of your political activities.

The Ark itself, however, does not make contributions to political candidates or political organizations, even when permitted by law. Moreover, The Ark doesn't take positions for partisan political purposes — that is, to advance the interest of a political party or candidate for public office.

Confidential Business Information

Maintaining Confidentiality. Every Board Director, Charter Member, employee and volunteer is obligated to maintain the confidentiality of The Ark's business information. This obligation survives even after you leave The Ark — and when you leave employment or volunteer service, you cannot take any copies of confidential information with you.

Integrity of Financial Records
For accounting, taxation, and other financial-reporting purposes, you must accurately record all Ark financial information.

Conclusion

No written Code of Conduct, no matter how detailed, can cover every situation which you may encounter during your time with The Ark. If you are ever in doubt about the “right thing to do,” or if you have any question about whether or not proposed conduct is proper, help is readily available. You are encouraged to talk the matter over with your immediate supervisor, or you can contact the Executive Director or the Chair of the Board of Directors.

Approved June 28, 2010