344. 4000. EASTERN PANHANDLE HOME BUILDERS ASSOCIATION
Conflict of Interest Policy and Disclosure Form
Members of the Board of Directors of the Eastern Panhandle Home Builders Association (“EPHBA”), officers, and key employees each have anaffirmative obligation to act at all times in the best interests of EPHBA. This policy serves to define the term “conflict
of interest,” to assist members of the Board, officers, and key employees in identifying and disclosing such conflicts,and to minimize the impact of such conflicts on the actions of EPHBA whenever possible. (Collectively, this policywill refer to directors, officers, and key employees as “Covered Officials.”)
- Fiduciary duty. Each Covered Official has a fiduciary duty to conduct himself or herself without conflict to theinterests of EPHBA. When acting within his or her capacity as a Covered Official, he or she must subordinatepersonal, business, third-party, and other interests to the welfare and best interests of EPHBA.
- Conflict of interest defined. A “conflict of interest” is any transaction or relationship which presents, or maypresent, a conflict between a Covered Official’s obligations to EPHBA and his or her personal, business, or otherinterests.
- Disclosure. The Board of Directors recognizes that conflicts of interest are not uncommon, and that not all conflictsof interest are necessarily harmful to EPHBA. However, the Board requires full disclosure of all actual and potentialconflicts of interest. Each Covered official shall disclose any and all facts that may be construed as a conflict ofinterest, both through an annual disclosure process and whenever such actual or potential conflict occurs.
- Process and remedy. The Board of Directors will determine whether or not a conflict of interest exists, and whetheror not such conflict materially andadversely affects the interests of EPHBA. A Covered Official whose potentialconflict is under review may not debate, vote, or otherwise participate in such determination. If the Board ofDirectors determines that an actual or potential conflict of interest does exist, the Board shall also determine anappropriate remedy. Such remedy may include, for example, the recusal of the conflicted Covered Official fromparticipating in certain matters pending before the Board or other EPHBA body.
- Delegation. The Board of Directors may delegate its authority to review and remedy potential conflicts of interest tothe EPHBA Executive Committee. Only disinterested members of the Executive Committee may participate in anysuch review. The Executive Committee shall inform the Board of its determination and recommended action. TheBoard shall retain the right to modify or reverse such determination and action, and shall retain the ultimateenforcement authority with respect to the interpretation and application of this policy.
- Annual disclosure process. On an annual basis, each member of the Board of Directors shall be provided with acopy of this policy, and shall complete and sign the acknowledgement and disclosure form belowonly if he/she needs to make a disclosure.
Disclaimer
This model policy, for
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Eastern Panhandle Home Builders Association(EPHBA)
BOARD OF DIRECTORS
Annual Statement of Disclosure
I, ______(name printed), have read the Conflict of Interest Policy of EPHBA.
To the best of my knowledge and belief, neither I nor any person or organization with whom I have a personal orbusiness relationship is engaged in any transaction or activity that may represent a conflict with my obligations toEPHBA.
To the best of my knowledge and belief, neither I nor any person or organization with whom I have a personal orbusiness relationship intends to engage in any transaction, to acquire any interest in any organization or entity, or toreceive any substantial gift or favor that may represent a conflict with my obligations to EPHBA.
To the best of my knowledge and belief, I do not expect to receive compensation from EPHBA, or to receive in excessof $10,000 annually from EPHBA for services I provide to EPHBA as an independent contractor, other thanreimbursement of reasonable expenses.
To the best of my knowledge and belief, no member of my family expects to receive any compensation or materialfinancial benefit from EPHBA.
To the best of my knowledge and belief, I have no family relationship or business relationship with any currentmember of the Board of Directors, any officer, or any key employee of EPHBA.
Any exception to the statements made herein are disclosed in full below.
Without Exception ____ (initial)
With Exception as Described Below ____ (initial)
Signature ______Date ______
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344. 4000.
EASTERN PANHANDLE HOME BUILDERS ASSOCIATION
Whistleblower Policy
Eastern Panhandle Home Builders Association, Inc. (“EPHBA”) is committed to high standards of ethical, moral, and legal business conduct. EPHBA isfurther dedicated to acting in good faith with those employees who raise concerns regarding incorrect financialreporting, unlawful activity, or otherwise improper conduct.
This Whistleblower Policy aims to provide employees with an avenue for raising such concerns, and to reassuresuch employees that they will be protected from reprisal or victimization as a consequence of reporting the allegedwrongdoing of any officer, director, employee, or agent of EPHBA.
Statement of Policy
No officer, director, employee, or agent of EPHBA shall take any harmful action with the intent to retaliate against anyperson, including interference with employment or livelihood, for providing to a law enforcement officer anytruthful information relating to the commission or possible commission of any offense. Nor will any officer,director, employee, or agent of EPHBA take any harmful action with intent to retaliate against any person for reportingto an appropriate senior management or elected official of EPHBA the suspected misuse, misallocation, or theft of anyOrganization resources.
Safeguards
Harassment or Victimization – EPHBA will not tolerate the harassment or victimization of any employee who raisesconcerns under this policy.
Confidentiality – EPHBA will make every effort to treat a complainant’s identity with an appropriate regard forconfidentiality, with the understanding that the details of complaints may need to be shared with others in order toinvestigate such complaints properly.
Anonymous Allegations – Because a thorough investigation often depends on an ability to gather additionalinformation, EPHBA encourages complainants to put their names to allegations of wrongdoing. EPHBA will exploreanonymous allegations to the extent possible, but will weigh the prudence of continuing such investigations againstthe likelihood of confirming the alleged facts or circumstances from attributable sources.
Bad Faith Allegations – Allegations made in bad faith may result in disciplinary action.
Disclaimer
This model policy, form or agreement is published by the law firm of Venable LLP, 575. This policy is not intended to provide legal advice
For more information, please
Procedure
Process for Raising a Concern:
Reporting – EPHBA intends this policy to be used for serious and sensitive issues. Such concerns, including thoserelating to financial reporting or unethical or illegal conduct, may be reported directly to the Executive Officer. In the event that an individual’s concern rises to the level that he/she reasonably believes thatnotice to the Executive Director will be disregarded or otherwise not fairly considered, the individual may thenreport violations or suspected violations either to the Chairman of the Board. Employment-related concerns shouldcontinue to be reported through supervisors and the Human Resources department (if applicable).
Timing – The earlier a concern is expressed, the easier it is to take action.
Evidence – Although a complainant is not expected to prove the truth of an allegation, he or she should be able todemonstrate that he or she has made a report in good faith.
How the Report of Concern Will Be Handled:
Initial Inquiries – The Executive Director will make initial inquiries in consultation with legal counsel, if necessary,to determine whether or not further investigation is necessary or appropriate.
Further Information – The Executive Director may seek further information from any officer, director, employee, oragent of EPHBA, and shall take all reasonable precautions to protect the identity of the complainant to the extentpossible while doing so.
Reporting – The Board of Directors and the Audit and Finance Committee shall receive
information on each complaint. In consultation with the Executive Director and, if necessary,legal counsel, the Board of Directors will determine an appropriate response to a report ofconcern. Officers, directors, employees, and agents of EPHBA who may be implicated in suchreports shall not participate in any deliberation of the Board of Directors related to the complaint,except to present information directly to the Board on his or her own behalf.
For additional information, please contact David Hartley, Executive Director.
EPHBA reserves the right to modify or amend this policy at any time.
Disclaimer
This model
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EASTERN PANHANDLE HOME BUILDERS ASSOCIATION
Record Retention Policy
1. General
It is the Eastern Panhandle Home Builders Association’s (“EPHBA”) policy to maintain complete, accurate and high quality records. Records are tobe retained for the period of their immediate use, unless longer retention is required for historical reference,contractual, legal or regulatory requirements or for other purposes as may be set forth herein. Records that are nolonger required, or have satisfied their required periods of retention, shall be destroyed.
No officer, director, employee, volunteer, or agent of EPHBA shall knowingly destroy a document with the intent toobstruct or influence the investigation or proper administration of any matter within the jurisdiction of anygovernment department or agency. This policy coversall records and documents of EPHBA. EPHBA reserves the right to amend, alter and terminate this policy at any time andfor any reason.
2. Responsibility for Administration
The Executive Officer of EPHBA (or his/her staff designee) shall be responsible for administering this policy. As part ofthis role, the Executive Officer of EPHBA (or his/her staff designee), in consultation with legal counsel, shall ensure that
EPHBA documents and records retained by officers, directors, employees, volunteers, or agents are stored or destroyedin a manner consistent with this policy.
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Description / Retention PeriodAccounting
Accounts payable ledgers and schedules / 7 years
Accounts receivable ledgers and schedules / 7 years
Audit reports of accountants / Permanently
Bank reconciliations and bank statements / 7 years
Charts of accounts / Permanently
Checks (canceled but see exception below) / 7 years
Checks (voided) / 7 years
Checks (canceled for important payments, i.e., taxes, purchases of property, special contracts, etc. (checks should be filed with the papers pertaining to the underlying transaction) / Permanently
Credit Card Processing Statements & Summaries / 7 years
Depreciation schedules, after disposal of asset / 3 years
Duplicate deposit slips / 2 years
Financial statements (end-of-year, other months optional) / Permanently
General and Journal ledgers (and end-of-year trial balances) / Permanently
Internal audit reports (after external audit) / 3 years
Invoices to members and customers / 7 years
Invoices from vendors , petty cash reconciliations, and vouchers / 7 years
Notes receivable ledgers and schedules / 7 years
President & EO Payment approvals / 7 years
Sales records / 7 years
Subsidiary ledgers / 7 years
Vouchers for payments to vendors, employees, etc. (includes allowances and reimbursement of employees, officers, etc., for travel and entertainment expenses) / 7 years
General
Accident Reports and Claims(settled cases) / 7 years
Contracts and leases after expiration / 7 years
Correspondence (legal and important matters only) / Permanently
Correspondence (routine) with members, customers, or vendors / 1 year
Correspondence (general) / 3 years
Insurance policies (expired) / 7 years
Insurance records, current accident reports, claims, policies, etc. after settlement / 7 years
Internal reports (miscellaneous) / 3 years
Membership applications , after separation / 3 years
Minutes of directors and committees, including by-laws and charter / Permanently
Legal
Deeds, mortgages, and bill of sale / Permanently
Tax returns and worksheets, revenue agents’ reports and other documents relating to determination of income tax liability / Permanently
Trade mark registrations / Permanently
Payroll
Employment records, after termination / 4 years
Payroll records and summaries, including payments to pensioners / 7 years
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2. 344. 4000. EASTERN PANHANDLE HOME BUILDERS ASSOCIATION
Compensation Policy
In compliance with Internal Revenue Service guidelines for approval of senior management compensation, theBoard of Directors of the Eastern Panhandle Home Builders Association, Inc. (“EPHBA”) will follow the following review and approval guidelines.
Individuals Subject to this Policy (defined as “Covered Individuals”):
- Chief Employed Executives: The individual or individuals who have the ultimate responsibility forimplementing the decisions of EPHBA’s governing body or for supervising the management, administration, oroperations of EPHBA, including EPHBA’s top management official and top financial official. If this ultimateresponsibility resides with two or more individuals who may exercise such responsibility in concert orindividually, then each individual should be included.
- Officers: A person elected or appointed to manage EPHBA’s daily operations, such as a president, vice-present,secretary, or treasurer. The officers of an organization are determined by reference to its organizing document,bylaws, and include, at a minimum, those officers required by applicable state law.
- Key Employees: Individuals who are not a Chief Employed Executive or an officer of EPHBA, but who meet allof the following criteria:
1. $150,000 Threshold. The individual receives reportable compensation from EPHBA and all relatedorganizations in excess of $150,000 for the calendar year ending with or within EPHBA’s tax year;
2. Responsibility Criteria. The individual:
a)has responsibilities, power or influence over EPHBA as a whole that is similar to those of officers,directors, or trustees;
b) manages a discrete segment or activity of EPHBA that represents 10% or more of the activities,assets, income, or expenses of the organization, as compared to the organization as a whole; or
c)has or shares authority to control or determine 10% or more of EPHBA’s capital expenditures,operating budget, or compensation for employees.
- Top 20 Limitation. In addition to meeting the $150,000 threshold and the Responsibility Criteria, theindividual is one of the top 20 most highly compensated employees (including all income from EPHBAand related organizations) for the calendar year ending with or within EPHBA’s calendar year.
1 Compensation that is reported on Form W-2, Box 5, or in Box 1 if the employee’s compensation is not reported in Box 5, or Form 1099-MISC, Box 7, filed for the calendar year ending with or within the organization’s tax year
2 An organization that stands in one or more of the following relationships to the filing organization: (1) Parent – an organization that controls the filing organization; (2) Subsidiary – an organization controlled by the filing organization; (3) supporting/Supported – an organization that is (or claims to be) at any time during the organization’s tax year (i) a supporting organization of the filing organization within the meaning of Section 509(a)(3), if the filing organization is a supported organization within the meaning of Section 509(f)(3), or (ii) a supported organization, if the filing organization is a supporting organization.
Disclaimer
Procedure for Approving Compensation
Venable LLP, 575
In reviewing and approving the compensation of any Covered Individuals, the EPHBA Organization Board ofDirectors, or a delegated committee of the Board (referred to as the “Approval Body” below), will utilize thefollowing process:
1. Impartial Decision Makers. The compensation arrangement must be approved in advance (before anypayment is made) by the Approval Body of EPHBA composed entirely of individuals who do not have aconflict of interest with respect to the compensation arrangement (example: neither the executivewhose compensation is being determined nor any of his/her family members may be present during thediscussion/debate or participate in the vote).
2. Comparability Data. When the Approval Body is considering compensation to Covered Individuals, itmust rely on comparability data that demonstrate the fair market value of the compensation inquestion. For example, when crafting compensation packages, the Approval Body must secure datathat documents compensation levels for similarly qualified individuals in like positions at likeorganizations. This data may include the following:
a) expert compensation studies by independent firms;
b) written job offers for positions at similar organizations;
c) documented telephone calls about similar positions at both nonprofit and for-profit organizations;and
d) information obtained from the IRS Form 990 filings of similar organizations.
3. Concurrent Documentation. The Approval Body must document how it reached its decisions,including the data on which it relied. To qualify as concurrent documentation, written or electronicrecords of the Approval Body (such as meeting minutes) must note:
a) the terms of the compensation and the date it was approved;
b) the members of the Approval Body who were present during the debate on the compensation thatwas approved and those who voted on it;
c) the comparability data obtained and relied upon and how the data were obtained; and
d) any actions taken with respect to consideration of the compensation by anyone who is otherwise amember of the Approval Body but who had a conflict of interest with respect to the decision onthe compensation.
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LLP, 575
3. 4000.
EASTERN PANHANDLE HOME BUILDERS ASSOCIATION
Joint Venture Policy
In compliance with Internal Revenue Service guidelines for approval and management of any joint venture enteredinto by Eastern Panhandle Home Builders Association, Inc. (“EPHBA”), the Board of Directors adopts the following guidelines.
Activities Subject to this Policy
For the purposes of this policy, the term “Joint Venture” is defined as any arrangement, including contractual ormore formal arrangements undertaken through a limited liability company, partnership, or other entity, thoughwhich EPHBA and another entity jointly undertake any activity or business venture, or otherwise agree to joint
ownership of any asset. A Joint Venture may include both taxable and tax-exempt activities.
Approval and Management of Joint Activities
Before making any decision to participate in a Joint Venture, EPHBA will ensure that the Joint Venture furthers EPHBA’sexempt purposes and will negotiate at arm’s length contractual and other terms of participation that safeguardEPHBA’s exemption from federal income tax. Such terms shall be in writing in the operating agreement of the JointVenture and shall include the following minimum requirements:
▪ With respect to any whole joint venture (that is, a joint venture in which EPHBA contributessubstantially all of its assets to the enterprise), EPHBA’s control over the Joint Venture throughfifty-one percent (51%) or more of the voting rights and/or veto power;