Whistleblower Policy of the Nonprofit New York, Inc.
Adopted by the Board of Directors on September 27, 2017
The Nonprofit Coordinating Committee of New York, Inc. (“NPCC”) expects its directors, officers, employees and volunteers to fulfill their responsibilities with the highest standards of honesty and integrity and to comply with all applicable laws, regulations and corporate policies of NPCC. In this spirit, NPCC encourages its directors, officers, employees and volunteers to identify any instances in which these standards may be compromised.
The Board of Directors has adopted this Whistleblower Policy (the “Policy”) to provide a means for directors, officers, employees and volunteers of NPCC to raise good faith concerns about behavior by or within NPCC that is or is suspected to be illegal, fraudulent, dishonest, unethical or in violation of any adopted policy of NPCC1 (a “Suspected Violation”). A “Whistleblower” is the director, officer or employee who reports a Suspected Violation pursuant to this Policy.
Examples of Suspected Violations that should be reported under this Policy include, but are not limited to, violations of federal, state or local law or regulations; fraudulent financial reporting or actions that may lead to fraudulent reporting; providing false information to or withholding material information from NPCC’s auditors; destroying, altering, concealing or falsifying a document, or attempting to do so, with the intent to impair the document's availability for use in an official proceeding; or planning, facilitating or concealing any of the above. This is not intended to be an exhaustive list but rather a guide to the types of improper behavior covered by this Policy. A Suspected Violation can involve either an act or a failure to act.
NPCC shall distribute a copy of this Policy to all of its directors, officers and employees and to all volunteers who provide substantial services to it. NPCC may satisfy this requirement by posting this Policy on its website or at NPCC’s officers in a conspicuous location accessible to employees and volunteers.
All directors, officers, employees and volunteers of NPCC are covered under this Policy and it is their responsibility to comply with this Policy and to report Suspected Violations in accordance with the procedures set forth in this Policy. The individuals involved in Suspected Violations may be directors, officers, employees, volunteers, auditors, vendors or other third parties.
The Chair of NPCC’s Audit Committee (the “Compliance Officer”) is responsible for administering this Policy in accordance with the procedures below.
Procedure for Reporting Suspected Violations
The report of a Suspected Violation (“Report”) may be oral or written and should include whatever documentation is available to support a reasonable basis for the allegation(s) in the Report. The Whistleblower is not expected to prove the truth of the allegations of the Report but must demonstrate reasonable grounds for concern.
A Report may be made anonymously. An anonymous Report should be detailed to the greatest extent possible because follow up questions will not be possible, making the investigation and resolution of the Report difficult.
A Whistleblower should direct all Reports to the Compliance Officer. If the Compliance Officer is the subject of the Report or if the Whistleblower is not comfortable submitting a Report to the Compliance Officer, the Whistleblower should instead submit the Report to her supervisor or anyone in management with whom she is comfortable. Any manager who receives a Report shall submit it to the Compliance Officer, unless the Compliance Officer is the subject of the Report, in which case the manager shall submit the Report to another member of the Audit Committee, who shall designate an impartial person to serve as the Compliance Officer for that Report.
Handling of Reported Violations
Unless the Report is submitted anonymously, the Compliance Officer will provide the Whistleblower with prompt acknowledgment of receipt of the Report (generally in no more than ten business days).
All Reports (other than those that contain only unspecified allegations of wrongdoing or set forth no reasonable grounds for a belief that the information disclosed may indicate a Suspected Violation) will be promptly investigated by or under the direction of the Compliance Officer. The Compliance Officer may resolve any Report without consulting others, discuss a Report with the Audit Committee, any other Board committees or the Board of Directors before taking action, or refer the matter to the Audit Committee or the Board of Directors for action, depending on the Compliance Officer’s determination of the seriousness of the issues raised by the Report. However, in the case of a Report regarding corporate accounting practices, internal controls or auditing, the Compliance Officer shall immediately notify the Audit Committee and the Audit Committee shall address the Report.
Directors who are employees may not participate in Board or committee deliberations or voting relating to the administration of this Policy.
The person who is the subject of a Report may not be present at or participate in Board or committee deliberations or votes relating to the Report, although at the request of the Board or committee, the person may provide information as background or answer questions prior to deliberations and voting.
Following investigation, NPCC will take such appropriate remedial and disciplinary action as is justified by the circumstances, including, but not limited to, terminating employment, board membership or volunteer status; seeking restitution; removing from office; or initiating criminal prosecution.
The Compliance Officer shall provide to the Audit Committee on a semi-annual basis (more frequently if requested by the Audit Committee) a written statement describing all Reports submitted during the preceding six-month period or indicating that there were no such Reports.
The Compliance Officer shall provide to the full Board of Directors at least annually a written statement describing all Reports submitted during the preceding year or indicating that there were no such Reports. The statements shall be maintained in accordance with NPCC’s document retention policy.
Any investigation will be conducted in a manner that conceals and protects the Whistleblower's identity to the greatest extent practicable given legal requirements, consistent with the need to conduct a fair and adequate investigation and take necessary corrective action.
Acting in Good Faith
Anyone submitting a Report must act in good faith and have reasonable grounds for believing the information disclosed may indicate a Suspected Violation. Allegations that prove to have been made without good faith, or with knowledge of their falsity, will be viewed as a serious disciplinary offense.
No director, officer, employee or volunteer of NPCC who in good faith reports a Suspected Violation (whether reported to NPCC, its agents or its auditors or to any law enforcement officials, government or regulatory agency), or who cooperates with an investigation of a Report (whether conducted by NPCC, its agents or its auditors or by any law enforcement officials, government or regulatory agency), shall suffer intimidation, harassment, discrimination, or other retaliation or, in the case of an employee, adverse employment consequences. Any person who retaliates against a director, officer, employee or volunteer of NPCC who has reported a Suspected Violation in good faith is subject to appropriate discipline and corrective action, up to and including termination of employment in the case of an employee.
A Whistleblower's right to protection under this Policy does not provide him or her with immunity for participating or being complicit in the Suspected Violation that is the subject of a Report or ensuing investigations.
Any questions, concerns or suggestions regarding this Policy should be addressed directly to the Compliance Officer: Audit Committee Chair, Ronda Kotelchuck, rondakotelchuck[@]gmail.com.
1Violations of the following policies should be dealt with under this Policy: policies formally adopted by the Board that are designed to prevent financial wrongdoing, such as internal and external financial controls, accounting policies, and policies prohibiting fraud, theft, embezzlement, bribery, kickbacks, and abuse or misuse of corporate assets; conflict of interest policies; policies addressing unethical conduct; and harassment and discrimination policies. This Policy is not a vehicle for reporting problems with co-workers or managers or violations of human resources policies other than those dealing with harassment or discrimination – these issues should be dealt with in accordance with the “Personnel Policies and Procedures” of the Fund for the City of New York (applicable to NPCC by virtue of its relationship with the Fund).