I. It is the policy of the Iran Roundtable Inc. (IRT) to conduct its operations according to the highest ethical standards, and to maintain the complete confidence of our donors, volunteers, employees, and members of governing entities. Volunteers and employees must conduct their personal affairs and manage their business transactions in a manner that does not result in adverse criticism from the public or in any way tarnish the Foundation’s credibility as a responsible organization.
II. It is the policy of the IRT to fully comply with the intent and spirit of all applicable laws and regulations. The IRT requires its volunteers and employees to exercise sound judgment, and to apply the highest ethical standards, refraining from any form of illegal, dishonest, or unethical behavior.
It is the responsibility of every employee to be familiar with, and to comply with the IRT Ethics Policies.
Code of Conduct Policy
Conflict of Interest Policy
2. Code of Conduct
2.1 The IRT is committed to serving the highest possible ethical standards and encourages all associates to commit to acting in its best interest in remaining faithful to its mission.
2.1.2 As ambassadors of the IRT, we must adhere to the ethical values. These ethical values include integrity, openness, honesty, accountability, fairness, respect and responsibility. These values form the basis of our Code of Conduct and commitment to act in a manner befitting the IRT and its mission.
2.1.3 The IRT relies on the public for funding, and volunteer support, which is essential for the success of our mission. The public entrusts us to honor our stated mission, acting in the best interest of the IRT.
2.1.4 Therefore, it is critical that we operate in a manner that is of the highest standards in all aspects, including governance, fundraising, mission operations, legal matters and human resources.
2.1.5 The IRT is committed to:
a) Acting responsibly and with integrity;
b) Following the letter, as well as the spirit, of relevant law;
c) Promoting financial accountability and transparency;
d) Respect for the diversity of those who support our mission through the kind donations of their time, talent and funds;
e) Being responsible ambassadors of the IRT, its mission, reputation, and resources;
f) Being open and honest in all dealings with both internal and external audiences.
2.1.6 This Code of Conduct applies to all staff and members of governing entities.
3. Accountability and Responsibility
3.1 All staff and members of governing entities shall:
a) Remain open and honest with colleagues, donors, and all others involved in the IRT;
b) Abide by the by-laws and policies of the IRT;
c) Take responsibility for their actions, and exercise care in their dealings as representatives of the IRT;
d) Use the resources of the IRT in a responsible manner;
e) Promote financial transparency while working to fulfill the mission of the IRT.
3.2 All who serve in a position of authority at the IRT will:
a) Place the IRT above other interests, financial or otherwise;
b) Act in the best interest of the IRT;
c) Disclose any actual or perceived conflict of interest.
4. Professional Excellence
4.1 The IRT is an equal opportunity organization and does not discriminate on the basis of race, color, religion, gender or sexual orientation. The diversity of all people is unequivocally valued.
5. Duty of Loyalty and Intermediate Sanctions
5.1 Under California Not-For-Profit Corporation Law, directors and officers have a duty of loyalty to the IRT, which obligates them to make decisions for the benefit of the IRT with unfettered commitment to the IRT, without regard to personal interests. Furthermore as a public charity, the IRT is subject to the "intermediate sanctions" provisions of the Internal Revenue Code. Intermediate sanctions impose penalty taxes on any person with substantial influence over the affairs of the IRT who engages in an "excess benefit transaction" with the IRT. Directors, officers, committee members and staff therefore may not use their positions within the IRT to unfairly further their own financial interests or personal gain.
5.1.1 While the duty of loyalty and intermediate sanctions do not preclude the IRT from entering into contracts and transactions with its directors, officers, committee members and staff, the Board should be informed of any potential conflict of interest and authorize such transactions only after determining that they are both reasonable and in the best interests of the IRT.
6. Conflict of Interest Policy
6.1 As a tax-exempt charitable organization (pending), the IRT has a special obligation to maintain public trust. The affairs of the IRT must be conducted in a manner that avoids impermissible private benefit, or the appearance of such private benefit. This obligation requires that any individual who has the authority to make decisions on behalf of the IRT to take steps to inform the IRT Governing Board (the Board) of any personal they may have in a transaction or contract between the IRT and a third party. Individuals with authority are, but not limited to, a director; officer; committee member or staff member.
6.2 Conflict of Interest
6.2.1 A conflict of interest will arise whenever the IRT considers entering into a contract or transaction (including a compensation arrangement) with any individual or entity that has a substantial influence over the affairs of the IRT or has authority to make decisions on its behalf. Such "interested persons" include, but are not limited to, the following:
a) Directors, Trustees, and officers of the IRT;
b) Members of a committee of the Board and Task Force;
c) Staff members responsible for the day-to-day management and operation of the IRT;
d) Directors and officers of sister organizations;
e) A substantial contributor to the IRT;
f) A family member of any director, officer, committee member, employee, founder or substantial contributor;
g) An entity of which any director, officer, committee member, employee, substantial contributor or a family member of any such individual is a director, trustee, officer, committee member or staff member; and
h) An entity in which directors, officers, committee members, substantial contributors and family members of any such individuals have a substantial financial interest through either ownership or managerial control.
6.3.1 In the event of any director, officer, committee or staff member of the IRT becomes aware that the IRT is considering a transaction that potentially creates a conflict of interest, they have a duty to notify the Board and to disclose all material facts relating to their concerns. The Board will convene to determine whether an actual conflict of interest exists and, if necessary, take the appropriate Board sanctioned action. The interested person may not be present when the Board makes its determination other than to answer questions. Minutes of the meeting must record the basis of the Board's determination.
6.4 Withdrawal and Abstention
6.4.1 If the Board determines that a transaction would create a conflict of interest, the transaction must be approved in advance by only those Board members who are not party to the concerned transaction. Any interested person therefore must recuse themselves from consideration of the transaction. They may not vote on the transaction or be present when the vote is taken. Furthermore, they may not be present during any discussion of the transaction other than to answer questions. Interested persons, however, may be counted for the purpose of determining whether a quorum exists at the meeting even though they are temporarily absent while the transaction is considered.
6.5 Comparability Data
6.5.1 In determining whether the transaction or arrangement is in the IRT’s best interests, the Board will review available information regarding the cost or benefit of comparable transactions or arrangements, if any, and may investigate whether the IRT should and is able to obtain with reasonable efforts a more advantageous transaction or arrangement that would not give rise to a conflict of interest. The Board may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
6.6.1 The minutes of any meeting at which a conflict of interest transaction is considered must reflect that the interested person made adequate disclosures, withdrew from consideration of the transaction and abstained from voting. The minutes must detail the terms of the transaction, the date the transaction was approved, the Board members present during the debate and who voted on the transaction, any data the Board relied upon in determining that the transaction is reasonable and in the best interests of the IRT, how such comparability data was obtained, the disclosures made by the interested person, and whether the interested person otherwise participated in any discussions or proceedings (i.e., to answer questions). As with all minutes, the minutes documenting a conflict of interest transaction must be reviewed and approved by the Board at its next meeting.
6.7 Relationships with Grant Applicants
6.7.1 Directors are required to disclose any relationship between themselves and any grant applicant under consideration and/or any special interest they may have in an applicant or the particular project proposed. Such directors may participate in discussions of the application (unless, under the particular circumstances, the Board decides otherwise) but must abstain from voting on the applicant. There is no prejudice against the applicant nor is an applicant disqualified due to any such disclosure.
6.8.1 Each director, officer, committee member and staff member must sign a statement which affirms that such person:
a) has received a copy of this Conflict of Interest Policy;
b) has read and understands this Policy; and
c) has agreed to comply with this Policy.
6.9 Violations of the Conflict of Interest and Disclosure Policy
6.9.1 If the Board or a committee has reasonable cause to believe that an interested person has failed to disclose an actual or possible conflict of interest, it will inform the interested person of the basis for such belief and afford them with the opportunity to explain the alleged failure to disclose. The potential conflict confidentially may be submitted anonymously. Such matters are treated with priority. If, after considering the submitted response and conducting further investigation as may be warranted in the circumstances, the Board determines that the interested person has in fact failed to disclose an actual or possible conflict of interest, it will take appropriate action, which may include recommendation to the Board for dismissal from the Board, or in severe cases termination of employment. In addition, consideration will also be given to whether the concerned transaction or arrangement was in the best interests of, as well as fair and reasonable to the IRT at the time it was undertaken. If it is determined that the transaction was not fair and reasonable to the IRT, the IRT, in its discretion, may void the contract and/or require the interested person to restore the IRT to the financial position it would have been in if such person had been dealing under the highest fiduciary standard. Where the latter remedy is employed, the interested person will be required to make payments of cash or property to the IRT in amounts equal to the value of the excess benefit they received, plus interest. Any interested person who violates this Policy also may be liable for taxes imposed under the federal intermediate sanctions regulations.
7. Whistleblower Policy
7.1 In the event that fraud; the abuse or misuse of the IRT’s resources or assets; dishonest actions or deeds; conflict of interest; harassment of any kind; or any other behavior that violates the IRT’s Codes, or local laws and regulations, be suspected, then there is a duty to report such to the appropriate person within the IRT.
7.2 Protection Under Policy
7.2.1 The IRT will not knowingly or with intent retaliate by taking any action harmful to any staff member or trustee, including interference with lawful employment or livelihood for:
7.2.2 Reporting a complaint in good faith pursuant to this policy, or to law enforcement officers, governmental agencies or bodies, or persons with supervisory authority over the complainant;
7.2.3 Providing in good faith information regarding a complaint to law enforcement officers, governmental agencies or bodies, or persons with supervisory authority over the complainant, or otherwise assisting in any investigation conducted by the IRT; or
7.2.4 Otherwise participating or assisting in a proceeding filed or about to be filed.
7.2.5 An individual who deliberately or maliciously provides false information may be subject to disciplinary action, which may result in the termination of employment.
7.2.6 Anyone involved in any aspect of the IRT are strongly encouraged to report violations or suspected violations. All violations or suspected violations should be reported to the immediate supervisor or the Executive Director; or, if necessary, to the General Counsel or Director of Finance and Administration of the IRT.
7.2.7 All credible allegations will be followed up promptly by the Executive Director, the Board or a committee authorized by the board to follow up on the Complaint with further investigation conducted, if needed, to resolve disputed facts.
7.3.1 In conducting its investigations and in reporting complaints, the IRT will endeavor to keep as confidential as possible the identity of any complainant or any individual who provides information during an investigation.
7.3.2 All complainants will be treated with dignity and respect;
7.3.3 Their communication will be protected to the greatest extent possible;
7.3.4 Their concerns will be seriously addressed and, if not resolved at the time anticipated, they will be informed of the outcome;
7.3.5 May remain anonymous.
7.3.6 All reports involving a violation are treated seriously and will be fully investigated to determine the facts and resolution appropriate under the circumstances.
7.3.7 No penalty for raising concerns will be levied. People in a position of authority are not authorized to prevent a party from presenting their concerns. Any breach of this protected rule will result in disciplinary action, which may be concluded in dismissal.
7.4.1 An individual who deliberately or maliciously provides false information may be subject to disciplinary action, which may result in the termination of employment.
7.4.2 All personnel involved in any aspect of the IRT are strongly encouraged to report violations or suspected violations to the relevant immediate supervisor, or the Executive Director; or, if necessary, to the General Counsel or Director of Finance and Administration of the IRT.
7.4.3 All credible allegations will be followed up promptly by the Executive Director, the Board or a committee authorized by the board to follow up on the Complaint with further investigation conducted, if needed, to resolve disputed facts.
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