College Advancement

Foundation Code of Ethics

10:02:03 Foundation Code of Ethics

1. Preamble.

   1. Integrity, credibility, ethical leadership and management of the highest order are the goals the Foundation aspires to meet in all its activities. This is essential in order to achieve the mission of the Foundation to build and provide the “margin of excellence” for students, faculty, donors, and all persons served by the Foundation and to meet the highest expectations in fulfillment of the public trust and best interests of the Foundation.
   2. As required by Tennessee Code Annotated Section 49-7-107, the Foundation establishes and adopts this Code of Ethics to govern the conduct of all Members of the Foundation Board of Directors.

2. Scope.

   1. The following statement of policy applies to each member of the Board of Directors and to all officers of the Foundation. It is also intended to serve as guidance for all persons employed by Chattanooga State Community College (“ChSCC”) in positions of significant staff responsibility for the activities of the Foundation.

3. Fiduciary Responsibilities.

   1. Members of the Board of Directors and officers of the Foundation serve the public trust and have a clear obligation to fulfill their responsibilities in a manner consistent with this fact. All decisions of the Board and officers are to be made solely on the basis of a desire to promote the best interests of CSCC, the Foundation and the public good and trust. The integrity of the Foundation and ChSCC must be protected and advanced at all times and in every decision and action undertaken.
   2. People of substance inevitably are involved in the affairs of other institutions and organizations. An effective board cannot consist of individuals entirely free from at least perceived conflicts of interest. Although most such potential conflicts are and will be deemed to be inconsequential, it is each person’s solemn responsibility to ensure that the Board is made aware of situations that involve personal, familial or business relationships that may be questionable for the Foundation or ChSCC. Thus, the Board requires each Board member and officer annually (1) to review this policy; (2) to disclose any possible personal, familial or business relationships that reasonably could give rise to a conflict of interest involving the Foundation or ChSCC; and (3) to acknowledge that he or she is in accordance with the letter and spirit of this policy.

4. Disclosure.

   1. All Board members and officers are requested to disclose only those substantive and business relationships that they maintain (or members of their families maintain) with organizations that do business with the Foundation, ChSCC or any related or affiliated organization, or which otherwise could be construed to affect their independent, unbiased judgment in light of their decision-making authorities or responsibilities. Any uncertainties as to the appropriateness of listing a particular relationship may be resolved by consultation with the Chairman of the Foundation, who in turn may consult with legal counsel, the Executive Committee or the Board of Directors in executive session.
   2. Information disclosed or provided by any person pursuant to this policy shall be held in confidence except when, after consultation with that person, the best interests of the Foundation or ChSCC would be served by disclosure.
   3. The following definitions are provided to assist Board members and officers in determining whether to disclose a particular relationship:

      1. Substantive Relationship.

         1. One in which a Board member, officer or family member, or an organization with which the Board member, officer or family member benefits directly, indirectly, or potentially from cash or property receipts.

      2. Business Relationship.

         1. One in which a Board member, officer or family member is an officer, director, employee, partner, trustee, controlling shareholder or the actual or beneficial owner of more than 5 percent of the voting interest of an organization, or serves in similar capacities with non-profit organizations, including other universities and colleges.

      3. Family Member.

         1. A spouse, parents, siblings, children or any other relative of a Board member or officer if the latter resides in the same household as the Board member or officer.

5. Restraint on Participation.

   1. Board members or officers who have declared or have been found to have a conflict of interest as defined herein shall refrain from consideration of proposed transactions, unless for special reasons the Board or administration requests information or interpretation. Persons with conflicts shall not vote, participate in discussion or be present at the time of the vote. Any proposed transaction in which a conflict of interest has been declared or found to exist must be approved by a majority of the disinterested members of the Board or the appropriate committee of the Board after disclosure of the conflict of interest.

6. Removal of Board Member for Violations.

   1. Any Board member or officers found to have willfully committed a material violation of this Code of Ethics may be removed as provided by state law. At the time of his or her nomination for election, each officer or member of the Board of Directors of the Foundation is provided a copy of the Foundation’s Code of Ethics and Tennessee Code Annotated Section 49-7-107 that requires foundations for state universities and colleges to adopt a Code of Ethics. By virtue of election, officers and members of the Board of Directors of the Foundation agree to abide by the Code of Ethics and disclose any conflicts of interest that arise under the Foundation Code of Ethics during their service as an officer or member of the Board of Directors.

Reviewed by the Foundation Governance & Risk Committee: February 2024

Approved: April 2009
Reviewed by Department: March 2017