CPRI Policies Policy 1. Governance Policy Cultural Policy Research Institute, Inc., (“the Corporation”), is committed to best practices in governance, accountability and transparency. Directors and staff are enjoined to maintain the highest level of ethical conduct. They shall be honest, responsible, and accountable, committed to integrity in analyses and policy positions, financial management, and relationships with partners and supporters. Directors shall act with respect toward employees, supporters and partners, and all persons in the communities in which we work. Policy 2. Conflict of Interest Policy ARTICLE I: Purpose The purpose of the conflict of interest policy is to protect Cultural Policy Research Institute, Inc.’s (“the Corporation”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation 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. ARTICLE II: Definitions 1. Interested Person Any director, principal officer, or member of a committee with 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 the Corporation has a transaction or arrangement, b. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with any entity or individual with which the Corporation 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 Article III, Section 2, 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. ARTICLE III: 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 Corporation 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 Corporation’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 that 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. The remedy for a violation may include termination of employment or removal from the board. ARTICLE IV: 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. ARTICLE V: Compensation a. A voting member of the governing board who receives compensation directly or indirectly from the Corporation 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 the Corporation 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 the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. ARTICLE VI: Annual Statements Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement that 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 the Corporation 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. Article VII. Periodic Review To ensure the Corporation 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 the Corporation’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. ARTICLE VIII: Use of Outside Experts When conducting the periodic reviews as provided for in Article VII, the Corporation. 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. Policy 3. Equality of Opportunity Policy The Cultural Policy Research Institute, Inc. is committed to providing equal employment opportunities for all qualified individuals and does not discriminate on the basis of race, color, religion, sex, national origin, citizenship, age, sexual orientation, gender identity, marital status, disability, or political affiliation. Policy 4. Harassment Policy The Cultural Policy Research Institute, Inc. is committed to being an organization in which a diverse staff can work in an environment of tolerance, civility, and respect for the rights of each individual. Harassment on the basis of race, color, religion, sex, national origin, citizenship, age, sexual orientation, gender identity, marital status, disability, or political affiliation is absolutely prohibited. 5. Whistleblower Policy Cultural Policy Research Institute, Inc.’s whistle blower policy encourages the reporting of illegal activity or the misuse of Corporation assets while protecting officers and employees who make such reports from retaliation. If an officer or employee suspects illegal conduct or conduct involving misuse of Corporation assets or in violation of the law, he or she may report it, anonymously if the officer or employee wishes, and will be protected against any form of harassment, intimidation, discrimination or retaliation for making such a report in good faith. A report may be made to any officer at any time. The Corporation may not reprimand the employee, even if the claim is determined to be unfounded. A reasonable belief or suspicion that a fraud exists is enough to create a protected status for the employee. The Corporation will promptly conduct an investigation into matters reported, keeping the informant's identity as confidential as possible consistent with its obligation to conduct a full and fair investigation. Reports of retaliation will be investigated promptly in a manner intended to protect confidentiality as much as practicable. Policy 6. Accountability and Finances Policy Cultural Policy Research Institute, Inc. shall act to further full disclosure to donors and potential donors at the time of solicitation and thereafter and to ensure adherence to all applicable local, state and federal laws and regulations. Solicitations and informational materials, distributed by any means, shall be accurate, truthful and not misleading, both in whole and in part. The Corporation shall spend its funds prudently and in accordance with statements made in fund raising appeals. The Corporation shall have an annual report available to all, on request, that includes the Corporation's mission statement, a summary of the past year's program service accomplishments, a roster of the officers, and financial information that includes annual financial statements prepared in accordance with generally accepted accounting principles. The Corporation shall include on any charity websites that solicit contributions, the same information that is recommended for annual reports, as well as the mailing address of the charity through which the public can obtain copies of the Corporation’s most recent IRS Form 990. Policy 7. Privacy Policy Cultural Policy Research Institute, Inc. (“the Corporation”) shall address the privacy concerns of donors by providing in written appeals, at least annually, a means for both new and continuing donors to inform the charity if they do not want their name and address shared outside the Corporation, and providing a clear, prominent and easily accessible privacy policy on any of its websites that tells visitors (i) what information, if any, is being collected about them by the charity and how this information will be used, (ii) how to contact the charity to review personal information collected and request corrections, (iii) how to inform the charity that the visitor does not wish his/her personal information to be shared outside the Corporation, and (iv) what security measures the charity has in place to protect personal information, except as provided by law. Policy 8. Documents Policy ARTICLE 1. Purpose Cultural Policy Research Institute, Inc. (“the Corporation”) acknowledges its responsibility to preserve information relating to litigation, audits and investigations. The Sarbanes-Oxley Act of July 30, 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 employees to follow this policy can result in possible civil and criminal sanctions against the Corporation and its employees and possible disciplinary action against responsible individuals (up to and including termination of employment). Each employee has an obligation to contact and inform the Chair of the Board of a potential or actual litigation, external audit, investigation or similar proceeding involving the Corporation that may have an impact on the approved records retention schedule. ARTICLE 2. Materials Covered The Corporation shall maintain appropriate records about its operations. Records shall be archived according to guidelines established by the Corporation under a written, mandatory document retention and periodic destruction policy that includes guidelines for handling electronic files and voicemail. The documents retention policy shall cover the following materials and any other materials substantially similar to those listed below: 1. Employee records; 2. Membership records (if applicable); 3. Accounting and tax records (bank statement, audits, IRS forms); 4. Legal documents (articles of incorporation, tax-exempt application, determination letter, contracts, intellectual property documents, real estate records); 5. Board-related records (minutes, policies, resolutions); and 6. Emails and voicemails documenting Board decisions. ARTICLE 3. Preservation processes Copies of all retained documents should be preserved utilizing electronic back-up procedures, archiving of documents, and regular check-ups of the reliability of the system. All final documents related to the incorporation of the Corporation, bylaws, IRS and state filing, minutes of Board meetings, payroll and employment filings, insurance and tax returns shall be permanently retained. All financial records, including records of donations, grant materials, and contracts shall be retained for seven years. ARTICLE 4. Public Inspection The Corporation shall make the following documents available for public inspection: 1. Application for exemption (Form 1023 or 1024), all attachments and all correspondence with the IRS about the Corporation’s tax-exempt status; 2. Last three years Form 990; and 3. Any Form 990-T. The Corporation will provide copies of such returns and applications to individuals who request them. Copies shall be provided immediately in the case of in-person requests, and within 30 days in the case of written requests. The Corporation may charge a reasonable copying fee plus actual postage, if any. ARTICLE 5. Official Proceedings The Corporation shall not alter, cover up, falsify, or destroy any document to prevent its use in an official proceeding. Document destruction shall be suspended immediately upon any indication of an official investigation or when a lawsuit is filed or appears imminent. Destruction will be reinstated only upon conclusion of an investigation. |
