Ethics Policy for Elected and Appointed Members of the Presbyterian Mission Agency Board and the Committee on the Office of the General Assembly of the Presbyterian Church (U.S.A.)
Ethics Policy for Employees of the Presbyterian Mission Agency and the OGA of the Presbyterian Church (U.S.A.)
The Ethics Policy applies to all employees of the Presbyterian Mission Agency and the Office of the General Assembly (“OGA”) in matters relating to the performance of their duties and responsibilities for the Presbyterian Mission Agency/OGA. These employees have Presbyterian Church (U.S.A.), A Corporation as their legal employer.
This Ethics Policy for Elected and Appointed Members of the Presbyterian Mission Agency Board and the Committee on the Office of the General Assembly (“COGA”) of the Presbyterian Church (U.S.A.) (“Ethics Policy”) addresses business ethics and does not include the other ethical values and policies of the Presbyterian Church (U.S.A.) (“PCUSA”) 2. The Ethics Policy applies to all elected and appointed members of the Presbyterian Mission Agency Board and COGA and members of their committees, task forces and workgroups in matters relating to the performance of their duties and responsibilities for the Presbyterian Mission Agency Board/COGA. Hereinafter the term "elected member" will be used to collectively refer to those individuals listed in Footnote 1 below. The term “Presbyterian Mission Agency Board/COGA” collectively refers to those two ecclesial bodies, their elected members, their respective staff members, Presbyterian Church (U.S.A.), A Corporation, and all subparts thereof.
All funds and property received and administered by the Presbyterian Mission Agency Board/COGA are entrusted to the organization by God through the faithful financial support of PCUSA members and friends. The highest degree of stewardship and fiduciary responsibility is expected of all elected members, including the receiving, reporting, and use of funds, property, and time. Elected members are responsible for complying with laws, regulations 3, and Presbyterian Mission Agency Board/COGA and PCUSA policies and procedures.
As an elected member, what does this Ethics Policy require of me?
The required standards of this Ethics Policy are set out in 1-6 immediately below. The forms and processes are set out in the five attachments.
Standards of Ethical Conduct
- Duty of Loyalty and Care. The duty of loyalty and care as well as the obligation of good stewardship requires all elected members to act first in the best interests of the Presbyterian Mission Agency Board/COGA rather than in the elected member's own interests or the interests of another entity or person. All elected members shall exercise reasonable efforts to inform themselves of the mission and ministry of the Presbyterian Mission Agency Board/COGA. All elected members shall act as a reasonable elected member would act under the same or similar circumstances. These responsibilities are set forth below.
- Conflicts of Interest. All elected members shall avoid conflicts of interest, potential conflicts of interest, and situations that give even the appearance of a conflict of interest. 4
- Definition. “Conflict of interest” means any situation in which the elected member may be influenced or appear to be influenced in decision-making or business dealings by any motive or desire for personal advantage other than the success and well-being of the Presbyterian Mission Agency Board/COGA. Personal advantage means a financial interest or some other personal interest, whether present or potential, whether direct or indirect. This standard applies to both actual and contemplated transactions. When in doubt, the elected member is to assume there might be a conflict and should raise the question pursuant to this Ethics Policy.
- Employment Ineligibility. No Presbyterian Mission Agency Board elected member shall be eligible to become an employee of Presbyterian Mission Agency or otherwise render compensable services to the Presbyterian Mission Agency for the duration of their term. For purposes of this paragraph, resignation does not result in the premature end of term. For example, an elected person who resigns with one year left in his/her term continues to be prohibited from becoming an employee until the expiration of that remaining year. No COGA elected member shall be eligible to become an employee of OGA or otherwise render compensable services to OGA for the duration of their term. This prohibition does not apply to a member serving as an ex officio member of the Presbyterian Mission Agency Board or COGA. For purposes of this paragraph, resignation does not result in the premature end of term. Exceptions, however, may be made under the following two circumstances if the Presbyterian Mission Agency Board Executive Committee or COGA Coordinating Committee (as appropriate) votes by 2/3 to allow the exception:
- To facilitate development of specified projects through limited contracts of less than 18 months in duration. The elected member may be compensated under the contract.
- To fill an officer or employee position on an interim or acting basis for two years or less. The elected member may be compensated for such service. The elected member must resign his/her elected position.
- Disclosure Deadlines. All present and potential conflicts of interest issues must be disclosed in writing annually (See Attachment 1) and thereafter as they arise. If the conflict is known in advance of any meeting, business transaction, contract, or other activity at which issues may be discussed or on which the issues may have a bearing on the elected member’s approach, whether directly or indirectly, it shall be disclosed ahead of time and the elected member shall abstain from any participation in the discussion or decision. If the conflict is not known in advance, it shall be disclosed when the actual or potential conflict becomes apparent. All disclosures are to be made promptly in writing to the chair/ moderator of the body and to the General Counsel. (See Attachment 2). See Attachment 5 for procedures to follow at meetings of the elected body or its committees, task forces and workgroups to document disclosure and action by disinterested members.
- Potential Conflicts of Interest. All elected members are likewise to disclose promptly, in writing, matters and relationships that have the potential for giving rise to the appearance of a conflict in business dealings with the Presbyterian Mission Agency/OGA. Examples include, but are not limited to, financial interests, leadership roles, or board membership with vendors and other organizations doing business with the Presbyterian Mission Agency/OGA. Presbyterian Mission Agency/OGA business dealings with an elected member’s friends and family 5 are particularly sensitive and are to be disclosed and carefully evaluated because of the potential for inferences of tangible or intangible personal advantage and the appearance of impropriety. All disclosures are to be made promptly in writing to the chair/moderator of the body and to the General Counsel. (See Attachment 2).
- Gifts and Relationship Building.To avoid appearances of impropriety, any gifts, gratuities, special favors, and hospitality to an elected member shall not be accepted by any elected member from any person or organization that sells, delivers, or receives any goods, materials, or services to or from the Presbyterian Mission Agency/OGA. This prohibition includes those persons or organizations that desire to enter into such relationships with Presbyterian Mission Agency/OGA. There are four exceptions to this rule:
- Gifts, meals, outings, and relationship-building activities provided by Presbyterian Church (U.S.A.) churches, middle governing bodies, partner churches or related organizations in connection with Presbyterian Mission Agency/OGA business. Elected members shall not accept monetary gifts of any amount.
- Gifts that primarily benefit the Presbyterian Mission Agency/OGA and not an individual elected member, such as gifts of complimentary rooms given to the Presbyterian Mission Agency/OGA by hotels, conventions, and conferences in relation to official Presbyterian Mission Agency/OGA business. Elected members shall not accept monetary gifts of any amount.
- Occasional small gifts (less than $50.00 in value, such as flowers or foodstuffs) to an individual elected member. Where gifts are shared with other elected members or Presbyterian Mission Agency/OGA staff (e.g., foodstuffs set out for all to partake), then the gift is not deemed to be to an individual elected member. Elected members shall not accept monetary gifts of any amount.
- Luncheons, dinners, outings, and relationship-building activities in connection with Presbyterian Mission Agency/OGA business may be received. If an activity permitted under this section #4 results in a value of over $100 to the elected member, the elected member shall promptly report this in writing to the chair of the body and to the General Counsel. Elected members shall not accept monetary gifts of any amount. The written report will include a description of the activity, the dollar value, the name of the person/organization providing it, and the business that person/organization does with Presbyterian Mission Agency/OGA. The General Counsel shall maintain a log that includes all of the written reports submitted under this section #4. This log will be available at all times to the Presbyterian Mission Agency Chair, the Presbyterian Mission Agency Executive Director, the COGA Moderator, the Stated Clerk and the Chair of the Audit Committee.
- Process and Resolution. All conflict of interest disclosures, reports, or questions are to be made promptly and in writing to the chair of the body and to the General Counsel. The General Counsel will consult with the chair of the body and the Presbyterian Mission Agency Executive Director or the Stated Clerk, as appropriate. After consultation, the General Counsel will make a recommendation to the Presbyterian Mission Agency Executive Committee or the COGA Coordinating Committee, as appropriate. Those bodies provide the final decision on any elected member conflict of interest matters.
- Confidentiality of Presbyterian Mission Agency Board/COGA Information. Elected members shall not disclose information about the Presbyterian Mission Agency Board/COGA that is not known outside of the Presbyterian Mission Agency Board/COGA or is not known by public means. Of course, it is expected that elected members will share certain Presbyterian Mission Agency Board/COGA information with other parts of the PCUSA, related entities and the public when asked to do so by the Presbyterian Mission Agency Board/COGA. If questions arise, the elected member should inquire of the chair of the body. If the chair/moderator of the body needs assistance, the General Counsel should be consulted by the chair/moderator.
- Transactions, Reporting, and Document Retention. Each elected member has a duty to prepare, process, maintain, and report complete, accurate, and timely records pertaining to their role, including, but not limited to, expense reports. This also includes safeguarding all physical, financial, informational, and other Presbyterian Mission Agency Board/COGA assets and records. Elected members shall comply with the Records Retention Schedule of the Office of the General Assembly’s Department of History and related schedules as part of the normal course of business and use the schedules in a consistent and accountable manner for both records retention and destruction purposes. See the Records Retention Schedule on the Presbyterian Historical Society Web site. See also the Electronic Records Policy for Presbyterian Mission Agency and OGA (anticipated release in 2007). Any document relevant to actual or anticipated internal investigations, legal proceedings or governmental investigations (civil or criminal) must not be destroyed and must be preserved in a manner that would ease accessibility and retrievability of the document. In addition, elected members shall not direct or participate in establishment or maintenance of undisclosed or unrecorded funds or assets, nor shall the elected member direct the making of any artificial or false entries in the financial or other records of the Presbyterian Mission Agency Board/COGA.
- Duty to Disclose/Whistleblower Policy. Elected members have a duty to report violations of this Ethics Policy, whether the violation is by themselves or by another. This includes, but is not limited to, financial, accounting, or auditing irregularities. See Attachment 2 for Self-reports. See Attachment 3 for Whistleblower Reports concerning others. See Attachment 4 for Procedures for processing a Whistleblower Report. Likewise, concerns about the appearance or the possibility of violations should be reported. Care must always be taken to be factual and objective. Violations shall be reported promptly in writing to the General Counsel, and may be reported anonymously. Anonymous whistleblower reports can also be made by calling the hotline at (888) 236-6877(operable May 2, 2007). An anonymous whistleblower report must include sufficient corroborating evidence to justify initiating an investigation. (If the alleged violation involves the General Counsel or one of his staff members, it should be reported to the Internal Auditor.)
- No Retaliation. There shall be no retaliation within Presbyterian Mission Agency Board/COGA for good faith complaints, reports, participation in an investigation or for providing truthful information relating to an alleged violation of this Ethics Policy. In addition, there will be no retaliation where an elected member makes a good faith report of the commission or possible commission of any criminal offense to a law enforcement officer. Elected members are protected even if the allegations are mistaken or unsubstantiated, as long as the elected member reasonably believes the reported conduct constitutes a violation of the Ethics Policy. One who makes a claim or report under this Whistleblower Policy in bad faith, or knows or has reason to know that such claim or report is false or materially inaccurate may be subject to disciplinary sanctions by the governing body with jurisdiction over the elected member.
- Confidentiality of Investigation. Reports under this Whistleblower Policy will be treated confidentially with disclosures made on a need-to-know basis only to those directly involved in the investigation of the reported concern. To the extent possible within limitations of the law, policy and the need to conduct a competent investigation, confidentiality will be maintained.
- Violations. Violation or noncompliance with this policy may result in discipline by the governing body with jurisdiction over the elected member.
- Amendments. The Ethics Policy may be amended from time to time. In consultation with the General Counsel, the Presbyterian Mission Agency Executive Director and the Stated Clerk (as appropriate) are authorized to make reasonable and necessary changes to this Ethics Policy. Substantive changes must be reported back to the elected body approving this Ethics Policy. Editorial changes need not be reported back.
- Designees. Where this Ethics Policy assigns a duty to a particular officer or staff position, that officer or staff position may use a designee to complete the duties.
- No Waiver by Presbyterian Mission Agency Board/COGA. Nothing in this Ethics Policy shall be construed to waive any claim, assertion or defense of the Presbyterian Mission Agency Board/COGA to exemption or exclusion from applicability of a statute and/or regulation or lack of jurisdiction of a civil court or governmental agency.
- Trainings. Trainings to familiarize the elected members with this Ethics Policy and its related forms and procedures will be conducted for Presbyterian Mission Agency Board/COGA elected members by the Legal Services Office as frequently as deemed necessary by the Presbyterian Mission Agency Board Chair and COGA Moderator, as appropriate.
- The term “elected members” collectively means elected and appointed members and members of their committees, task forces and workgroups.
- For other policies, see the Standards of Ethical Conduct approved by the 210th General Assembly (1998) of the Presbyterian Church (U.S.A.).
- Federal and state constitutional religious free exercise provisions, as well as laws and ordinances, exempt religious organizations from some laws. An elected member should consult with the General Counsel if such questions arise.
- Personal investments with the Presbyterian Church (U.S.A.) Foundation, Presbyterian Church (U.S.A.) Investment and Loan Program, Inc., or employee benefits provided by the Board of Pensions of the Presbyterian Church (U.S.A.) are not considered a conflict of interest.
- “Family” includes the elected member's spouse, parents, siblings, spouses of siblings, children, grandchildren, great-grandchildren, the spouses of children, grandchildren, and great-grandchildren, any other blood relative, and individuals who live in the elected member's home.