Cherry Blossom, Inc.
Management
Policies Manual
Effective: July 20, 2010
Cherry Blossom, Inc.
Credit Union Cherry Blossom Ten Mile Run
Management Policies Manual
Effective July 20, 2010
Table of ContentsPage
Policy for the Promotion of Ethical Conduct 3
Conflict-of-lnterest Policy 4
Confidentiality Policy 8
Equal Opportunity Policy 9
Executive Compensation Policy 10
Sexual Discriminatory Harassment Policy11
Whistleblower Protection Policy15
Risk ManagementPolicies18
Crisis Management Policy 22
Record Retention and Document Destruction Policy23
Policy for the Promotion of Ethical Conduct
As a nonprofit organization at the forefront of efforts to promote health and fitness in the Washington, D.C. metropolitan area, to educate the public regarding a healthy lifestyle, and to encourage contributions in support of charities designated by the Cherry Blossom, Inc. (CBI) Board of Directors, including, but not limited to, Children’s Miracle Network nationwide, the CBI policy is to uphold the highest legal, ethical, and moral standards.
Our sponsors, volunteers, involved governmental agencies, and participants support CBI because they trust us to be good stewards of their resources, to uphold rigorous standards of conduct, and to stage safe and enjoyable events. Our reputation forintegrity, professionalism, and operational excellence requires the careful observance of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity.
CBI will comply with all applicable laws and regulations and expects its directors, officers, and volunteers to conduct business in accordance with the letter and spirit of all relevant laws; to refrain from any illegal, dishonest, or unethical conduct; to act in a professional, businesslike manner; and to treat others with respect. Directors and officers should not use their positions to obtain unreasonable or excessive services or goods from CBI’s resources.
In general, the use of good judgment based on high ethical principles will guide directors, officers, and volunteers with respect to lines of acceptable conduct. However, if a situation arises where it is difficult to determine the proper course of conduct, or where questions arise concerning the propriety of certain conduct by an individual or group, the matter should be brought to the attention of the event director by any individual with a concern. If the conduct of the event director or a CBI officer is felt to be in question, the matter should be brought to the attention of the CBI president.
In all questions involving ethics and conduct, the event director will make relevant determinations, except in those situations where the conduct of the event director or a CBI officer is in question, then the president shall convene a meeting of the board of directors, which shall make the necessary determinations. In any event, the individual whose conduct is at issue will not participate in such decisions.
Conflict-of-Interest Policy
The purpose of the conflict of interest policy is to protect CBI’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of CBI or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Definitions
1. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a.An ownership or investment interest in any entity with which CBI has a transaction or arrangement,
b.A compensation arrangement with CBI or with any entity or individual with which CBI has a transaction or arrangement, or
c.A potential ownership or investment in, or compensation arrangement with, any entity or individual with which CBI is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Procedures, section 2 (below), a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a.An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b.The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c.After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d.If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a.If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b.If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a.The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
b.The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Compensation
a.A voting member of the governing board who receives compensation, directly or indirectly, from CBI for services is precluded from voting on matters pertaining to that member's compensation.
b.A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CBI for services is precluded from voting on matters pertaining to that member's compensation.
c.No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CBI, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a.Has received a copy of the conflicts of interest policy,
b.Has read and understands the policy,
c.Has agreed to comply with the policy, and
d.Understands CBI is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Periodic Reviews
To ensure CBI operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a.Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
b.Whether partnerships, joint ventures, and arrangements with management organizations conform to CBI’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for above, CBI may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Confidentiality Policy
All information concerning donors, sponsors, volunteers, officers, directors and financial information about race registrants, financial data and business records of CBI is confidential. “Confidential” means that you are not permitted to release information without appropriate authorization.
CBI requires its directors, officers and volunteers to respect the privacy of donors, sponsors and race registrants and to maintain their personal and financial information as confidential unless CBI has authorized disclosure. General information, race results, statistical material that does not contain personal or financial information, or information that the individual has authorized disclosure is not classified as confidential. Failure to maintain confidentiality may result in corrective action. This policy is intended to protect both CBI as well as the directors, officers and volunteers of CBI because in extreme cases, violations of this policy may also result in personal liability.
This policy is not intended to prevent disclosure where disclosure is required by law.
Equal Opportunity Policy
CBI is committed to the policy of equal opportunity in all aspects of its operation. It is our policy to recruit and assign qualified persons on the basis of merit without regard to race, color, religion, national origin, sex, age, ancestry, marital status, sexual orientation, disability, military or veteran status, or any other protected class as set forth under applicable state and federal civil rights laws. Decisions will be based on the individual's qualifications to perform the job. This intention of nondiscrimination applies to all aspects of participation in CBI activities.
It is the policy of CBI to:
Follow procedures that will ensure equal opportunity for all people without regard to race, color, religion, national origin, sex, age, ancestry, marital status, sexual orientation, disability, military or veteran status, or any other protected class.
Make reasonable accommodations wherever necessary for all persons with disabilities, provided that the individual is otherwise qualified to perform the major functions of the position.
Thoroughly investigate instances of alleged discrimination and take corrective action if warranted.
Any questions regarding our equal opportunity policy, or any concern for someone having been discriminated against, should be referred immediately to the event director or the CBI president, as appropriate.
Executive Compensation Policy[1]
The purpose of this policy is to assure that CBI is able to enjoy high quality executive leadership of the organization by providing reasonable compensation and to assure that decisions regarding executive compensation are made through a processfree of potential conflicts of interest.
Persons whose compensation is subject to this policy:
A. Anyagreement that dictates the event director’scompensation shall be reviewed under this policy. Any staff members’ compensation shall also be reviewed under this policy.
B. If, at some point in the future, CBI employs a person performing the services of chieffinancial officer, or hires other paid staff, those compensation amounts shall be reviewed in accordance with this policy.
Executive Committee
A. The Executive Committee of CBI shall make recommendations to theBoard regarding executive compensation.
B. Only those members of the Executive Committee who are free of conflicts of interestmay be involved in evaluation of executive compensation.
C. The Executive Committee should, to the extent reasonably available, rely uponappropriate data as to comparability prior to making its recommendation, and shallcontemporaneously place such data and other reasons for its recommendation in theminutes. If the Executive Committee does not have data as to comparability, it shall document any other bases for believing the proposed compensation is reasonable.
D. The Executive Committee shall make this determination at least once annually.
Final Board Action
Only those directors who are free of conflicts of interest may vote on executive compensation. The Board shall review and approve executive compensation, after a review of evidence that compensation is reasonable, and shall contemporaneously substantiate its deliberation and decision in the minutes.
Sexual Discriminatory Harassment Policy
Purpose
CBI is committed to maintaining a work environment that is free from
discrimination, where persons at all levels of the organization are able to devote their full attention and best efforts to the job. Sexual and discriminatory harassment, either intentional or unintentional, has no place in our environment. Accordingly, CBI will not tolerate any form of harassment of or by any person, at any level of our organization, or by third parties such as sponsors, vendors or clients, based on race, sex, religion, color, national origin, age, disability, or any other factors protected by law.
The term 'harassment" for all purposes includes, but is not limited to, offensive language, jokes, or other verbal, graphic, or physical conduct relating to a person’s race, sex, religion, color, national origin, age, disability, or other factor protected by law that would make a reasonable person experiencing such harassment believe that the conditions of participation have been altered and that the environment has
become hostile or abusive or which interferes with the person's performance or participation. This policy will apply to all directors, officers, volunteers, and others associated with carrying out CBI functions.
Policy
CBI believes that all persons have the right to an environment free from sexual and discriminatory harassment. Accordingly, we strive to ensure an event that is characterized by mutual respect. Sexual and discriminatory harassment will not be tolerated under any circumstances.
Definition of Sexual Harassment
Sexual harassment violates Title VII of the Civil Rights Act of 1964. The U.S. Equal Employment Opportunity Commission (EEOC) and the courts define sexual harassment as any unwelcome or unwanted sexual attention, sexual advances, requests for sexual favors, and other verbal, visual, or physical conduct of a sexual nature, or other offensive behavior directed toward an employee because of or on account of his or her gender, whether by a person of the opposite or same gender, when:
Submission to or rejection of such conduct by an individual is made explicitly or implicitly a term or condition of an individual's participation or is used explicitly or implicitly as a factor in decisions affecting that participation (sometimes referred to as "quid pro quo" harassment); or
Such conduct is severe or pervasive enough to interfere with an individual's performance or otherwise renders the environment as intimidating, coercive, hostile, or offensive to the reasonable person (sometimes referred to as "hostile environment" harassment).
Examples of the types of conduct that may constitute sexual harassment include, but are not limited to:
•Unwelcome sexual advances, propositions, flirtations, or innuendoes
•Demands for sexual favors
•Unwanted and unnecessary physical contact (such as grabbing, rubbing,
patting, pinching, touching, or hugging)
•Demands for sexual favors in exchange for favorable treatment or
continued participation
•Display of pornographic material
•Excessively offensive remarks, including unwelcome graphic or
suggestive comments about an individual's body, appearance,
dress, sexual prowess, or deficiencies
•Obscene jokes
•The display of sexually suggestive objects or pictures
Anyother unwelcome and unwanted conduct of a sexual nature, such as
leering, whistling, staring, name calling, and sexual innuendo.
Other discriminatory harassment consists of unwelcome conduct, whether verbal, visual, or physical, that tends to poke fun at or stereotype an individual because of his or her protected status. Examples of this type of conduct include, but are not limited to:
•Making inappropriate/disrespectful comments about a person's gender
•Using sexist slurs or epithets
•Negative stereotyping
•Excluding individuals from the use of or making them feel uncomfortable in their participation in CBI activities because of their gender.
Both the victim and the perpetrator of sexual harassment may be male or female, and the victim does not have to be of the opposite sex. CBI regards all such conduct as creating a hostile and offensive environment in violation of this policy, regardless of whether submission to such conduct is made either explicitly or implicitly a term or condition of participation.
Procedures
Complaint Procedure: A person who alleges that he or she is the victim of sexual or discriminatory harassment, or a person who has knowledge of, or a person who has witnessed any form of sexual or discriminatory harassment should bring the subject to the attention of the event director or the CBI president, as appropriate, immediately. All officers and directors of CBI who are aware of any incidents of sexual harassment are responsible for reporting such incidents. Failure to do so can result in appropriate disciplinary action. If there is a legitimate reason that the victim is uncomfortable reporting the matter tothe event director, that person should contact the CBI president.