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Board of Directors

Code of Ethics

Board Member Application

Miracle House Foundation Code of Ethics

Code of Ethics – The Board of Directors shall have a Code of Ethics for its Board and Committee members.  It is the duty of each Director, Officer, and Committee member to act in accordance with the Code of Ethics.  Each Director, Officer, and Committee member shall sign this Code of Ethics annually reaffirming his or her ongoing commitment to its principles. 

Standard of Conduct (A.R.S. § 10-3830) – Each Board and Committee member shall discharge his/her duties and obligations to the organization:

In good faith:
With the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and
In a manner that he/she believes to be in the best interests of the organization

Fiduciary Responsibilities – Each Director & Officer has fiduciary responsibilities with respect to the corporation.  The Board shall ensure that the corporation is not engaging in any type of unacceptable accounting procedures.  In addition, the Board shall ensure that the corporation operates under a Board approved budget.  (It is the Board’s responsibility to track the revenues and expenses against the budget to monitor the financial health of the organization.)

Excess Benefit Transaction – The Board of Directors shall ensure that the organization does not engage in any excess benefit transactions.  Excess benefit transactions include any transactions where a disqualified person: 1.) receives unreasonable compensation; 2.) participates in a non-fair market value transaction with the organization; or 3.) receives a payment based on the corporation’s tax-exempt income in a transaction improperly benefiting the individual.  (Disqualified persons are those who can exercise substantial influence over the organization’s affairs, such as Directors, Officers, donors, etc.)

Conflict of Interest – Directors, Officers, and Committee members shall not engage in any activity that could be interpreted as a conflict of interest.

Any potential conflict of interest on the part of any Board or Committee member shall be disclosed annually to the other members and made a matter of record.  In addition, should a conflict of interest arise after the annual reporting period, members shall disclose that conflict of interest to the other Board members at a regularly scheduled Board meeting.  Any Board and/or Committee Member having a potential conflict of interest on any matter shall not vote or use his/her personal influence on the matter and he/she shall not be counted in determining the quorum for the meeting.  The minutes of the meeting shall reflect that a disclosure was made as well as the abstention from voting and the quorum situation.
There shall be no dual relationships between Board and Committee members and the organization.

Confidentiality – Directors & Officers shall respect the confidentiality appropriate to issues of a sensitive nature.

Whistleblowers – Each Director and Officer has the responsibility to report any real or perceived illegal activities of the corporation to the Board of Directors.  The Board shall not retaliate against any Director, Officer, Committee member, contracted consultant, volunteer, or staff, when applicable for so reporting.  

The Board shall investigate and resolve all reports of illegal activities.  If the Board does not satisfactorily resolve the issue, the person reporting the activities should go to the appropriate authorities, and there shall be no retaliation by the Board for any such reporting.

Documents Destruction – The Board of Directors acknowledges its responsibility to preserve information relating to litigation, audits, and investigations.  The Sarbanes-Oxley Act of 2002 makes it a crime to alter, cover up, falsify, or destroy any document to prevent its use in an official proceeding.  Failure on the part of Board members to follow this policy can result in possible civil and criminal sanctions against the organization and the Board.  Each Director & Officer has an obligation to tell the Board of potential or actual litigation, external audit, investigation or similar proceeding involving the organization.

Openness – In an effort to assure openness, the Board of Directors shall assure that all information provided to the public is truthful information relating to the organization’s mission, program activities, and finances.

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