CODE OF CONDUCT
Adopted January 25, 2005
A director, officer or employee of the New York County Lawyers’ Association Foundation, Inc. (“Foundation”), when acting on behalf of the Foundation, must comply with the law, act in an ethical manner, and avoid conflicts of interest or the appearance of conflicts of interest. Specific guidance applicable to financial matters is contained in the Audit Committee Charter. This Code of Conduct applies to directors, officers and employees of the Foundation.
Conflicts of Interest
Except with disclosure of the conflict to and consent of the Foundation, a director, officer or employee may not act in carrying out his or her Foundation responsibilities if he or she may be affected by a conflict of interest. A conflict of interest arises when a personal, business, financial, or, in the case of a lawyer, client interest of the director, officer or employeemay affect the objectivity of the director’s, officer’s or employee’sactions on behalf of the Foundation or conflicts with the interests of the Foundation. A personal interest may arise from the director’s, officer’s or employee’s association with another bar association other than the New York County Lawyers’ Association or non-profit corporation or from his or her desire to build a reputation or law practice. A business interest arises when the director, officer or employeeis an employee or consultant to or has another business arrangement with, another public or private concern. A significant financial interest includes an ownership interest in the securities of a public or private concern. A concern in which a director or officer has a personal, business or financial interest is referred to in this Code of Conduct as an “Entity.” For purposes of this Code of Conduct, a business or financial interest of the spouse or any family member who lives in the individual director’s, officer’s or employee’shousehold is attributed to the individual. A business or financial interest of a partner, associate or employer, or a more remote relative, of an individual director, officer or employee, is not automatically attributed to the individual. However, as a matter of good practice, where the individual is aware of such a business or financial relationship that conflicts with the interests of the Foundation, the individual should disclose it to and obtain the consent of the Foundation in order to avoid the potential for subsequent embarrassment.
Situations in which a conflict of interest may arise include, but are not limited to, those where the individual:
- Approves or recommends the purchase of major equipment, materials or other items for the Foundation from an Entity.
- Negotiates or influences the negotiation of contracts between the Foundation and the Entity.
- Accepts gifts, gratuities or special favors from any person with which the Foundation does or may do business, other than gifts with a fair market value in any year of $50 or less.
- Uses his or her position or activities for the Foundation to further the interests of a client or other person or Entity.
- Espouses a position (by speaking or voting for the position) that the lawyer knows would benefit a client without disclosing such fact (but not necessarily the name of the client).
Misuse of Confidential Information of the Foundation
Except with disclosure to and consent from the Foundation or in furtherance of Foundation activities in which he or she is authorized to act, a director, officer or employee shall not reveal to any third person or use for his or her own purposes any of the Foundation’s proprietary business or financial information, records, results, work product or other information acquired in connection with the director’s, officer’s or employee’sFoundation activities that is not generally available.
Legal Obligations of Directors and Officers
The obligations of directors and officers to the Foundation is governed by §§ 715-717 of New York’s Not-for-Profit Corporation Law (“N-PCL”) as well as precedents long established by the New York courts. The statutes and legal precedents establish that the directors and officers owe a fiduciary duty to the Foundation, including the duty of care and the duty of loyalty. Nothing in this Code of Conduct is intended to reduce the duties of disclosure contained in N-PCL 715.
The duty of care, codified in the N-PCL, concerns a director’s or officer’s competence in performing his or her functions as a director or officer. A director or officer must exercise his or her responsibilities in good faith and with that degree of diligence, attention, care and skill that an ordinarily prudent person would exercise under similar circumstances in a like position.
The duty of loyalty owed by a director or officer to a non-profit organization requires that the director or officer act in a manner that does not harm the corporation. The duty of loyalty requires the faithful pursuit by the director or officer of the interests of the corporation rather than the financial or other interests of the director or another corporation he/she serves. It further requires a director or officer to avoid using his or her position to obtain improperly a personal benefit or advantage that might more properly belong to the corporation. To satisfy the duty of loyalty, the director or officer must act in good faith and in a manner he or she reasonably believes to be in the best interests of the corporation.
Preservation of Tax Exemption
Directors and officers should be aware that the Foundation is a charitable organization and that, in order to maintain its federal tax exemption, (i) it must engage primarily in activities that accomplish one or more of its tax-exempt purposes, (ii) it may not allow a substantial part of its activities to consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), and (iii) it may not participate in or intervene in (including the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidates for public office.
The Foundation and its Board members shall not be bound by any political statements or activity of any director or officer. No director or officer who makes a political statement or engages in political activity shall state or imply that such statement or activity is on behalf of the Foundation.
Restrictions on Representing the Foundation
Each director, officer or employee when acting as a representative of the Foundation shall conduct himself or herself so as not to adversely affect the Foundation’s public image or credibility or hinder the accomplishment of its mission. In any interaction with the public, press or other entities, a director, officer or employeemay not speak for the Foundation other than to repeat explicitly stated Board positions. However, a director, officer or employeewho is a member of a Foundation committee may state the views of the committee in accordance with the policies of the committee or as directed by the Board.
A director, officer or employeeof the Foundation may not use Foundation stationery for personal correspondence or to conduct business or marketing on behalf of his/her law firm, employer or other organization.
Administration of Code of Conduct
Whenever this Code requires a director, officer or the Executive Director of the Foundation to make disclosure to and obtain the consent of the Foundation, such disclosure shall be to and such consent from the Board of Directors. Whenever this Code requires an employee to make disclosure to and obtain the consent of the Foundation, such disclosure shall be to and such consent from the Executive Director of the Foundation. If a director, officer or employeehas reason to believe that another director, officer or employee has an undisclosed conflict or potential conflict of interest or other violation of this Code, he/she should disclose the reason for such belief to the Chair of the Audit Committee, who will, in consultation with legal counsel, advise the Foundation on the existence of a violation.
NEW YORK COUNTY LAWYERS' ASSOCIATION FOUNDATION
CODE OF CONDUCT
I have read the Code of Conduct and agree to adhere to it.
Signature of Director, Officer or Employee