Board of Directors Code of Ethics
The Ohio State University Alumni Association, Inc. has adopted this Code of Ethics (“Code”), which is applicable to the Board of Directors (“Directors”) of the organization. The Code reflects the Association’s commitment to uphold the law and maintain the highest standards of ethical conduct. The Association’s vision, mission and core values guide us in our everyday actions.
To advance The Ohio State University by serving the most involved alumni community in the world.
We are relentlessly committed to enriching lifelong relationships among the alumni body and our university.
Our core values
- Tradition: We believe in Ohio State. We cherish the university's rich and vibrant history and work to enhance its reputation.
- Integrity: We keep our promises. Our reputation rests on honesty, fairness, and treating everyone with respect.
- Service: We go the extra mile. We provide the highest levels of service to our members, growing alumni community, and the university.
- Quality: We expect to be judged by standards of excellence in everything we do.
- Diversity: We value diversity. We embrace inclusion in everything we do.
- Innovation: Our success depends on continuous improvement, adaptability, and embracing change.
This Code serves as a basis for ethical behavior and decision-making in the conduct of Association work.
A. Role of the Board of Directors
As stated in Article IV, Section I of the Association’s Constitution, “The Board of Directors shall have oversight of the executive, financial, and administrative affairs of the Association. Except as otherwise provided in the Association’s Articles of Incorporation and this Constitution, the Board of Directors shall have all rights and privileges of a sole member under Ohio non-profit corporation law.”
B. Responsibility of the Board of Directors
Directors should strive to conduct themselves in ways that reflect positively upon the Association and the University, and embody the vision, mission and core values of the Association. Likewise, Directors must keep in mind their primary fiduciary duty to the Association and its members. As a way to emphasize the importance of positive conduct, Directors, as volunteers for an affiliated entity of The Ohio State University, are expected to be familiar with and adhere to Ohio State’s Policy 4.15 Self-Disclosure of Criminal Convictions and Background Check ( http://hr.osu.edu/policy/policy415.pdf).
In fulfilling their fiduciary duty, Directors have two primary obligations:
- A Duty of Care – Directors shall perform this duty with the care that an ordinary prudent person in a like position would use under similar circumstances;
- A Duty of Loyalty – Directors shall perform this duty in good faith, in a manner the Director reasonably believes to be in, or not opposed to, the best interest of the Association.
In discharging their fiduciary duty, Directors are entitled to rely in good faith on the work and integrity of the Association’s senior executives and the Association’s outside advisors, auditors and Board committees.
If a Director is concerned about particular conduct or fiscal deed that may cause harm to the Association, or if a Director is in, or aware of any violation of the Association’s Code of Ethics or Ohio State’s Policy 4.15, he/she will disclose it to the Board Chair. The Board Chair will discuss the issue with the OSUAA Ethics Officer to determine next steps.
C. Conflicts of Interest for Directors
A “conflict of interest” exists when a Director’s private interest interferes in any way with the interests of the Association. A conflict situation can arise when a Director takes actions or has interests that may make it difficult to perform Association work objectively and effectively. A Director shall not use his/her position to secure anything of value, or accept anything of value for himself/herself or others that may impair the objectivity and independence of the Director’s judgment in carrying out his/her duties.
It is the responsibility of each Director to advise the Association Board Chair of any affiliation with public or privately held enterprises, including for-profit and not-for-profit entities, which may create a potential conflict of interest, or embarrassment to the Association.
If Directors, as part of their official duties, are invited to participate in an out-of-town, expense-paid conference or program sponsored by a current or prospective Association vendor or service provider, they shall present the details of the invitation to the Board Chair. The Board Chair shall discuss the request with the OSUAA Ethics Officer and a determination will be made whether to accept or decline the request, or present a recommendation to the President/CEO which may include the condition that the Alumni Association covers all or part of the cost for the Director to participate in said event.
Directors, who are involved in, or aware of, a conflict of interest, will disclose it to the Board Chair. The Board Chair will discuss the issue with the OSUAA Ethics Officer to determine next steps.
No Director shall, at the same time, be a member of The Ohio State University Board of Trustees or be employed by The Ohio State University, other than the President/CEO of The Ohio State University Alumni Association, who shall be Secretary of the Board of Directors, two (2) University Representatives appointed by the University’s Board of Trustees or its designee, which is the Office of the President, and the Chair of the Alumni Advisory Council, who shall be a member of the Board of Directors ex officio, without a vote, for liaison purposes with the Alumni Advisory Council. Employees of an Ohio State Affiliated entity may potentially serve as Directors pending further review of the individual’s potential for a conflict of interest, as determined at the sole discretion of the Board of Directors. Additionally, Directors are responsible for disclosing family relationships that could pose a conflict of interest.
D. Confidential Information
The Directors may have access to sensitive information related to Board and Association business matters and have an obligation to ensure the confidentiality of that information.
E. Reporting a Code Violation
Directors have the responsibility to promptly report any violation or potential violation of this Code of which they become aware to the Board Chair. This includes violations Directors themselves may have inadvertently or otherwise committed. The Board Chair will discuss the violation with the OSUAA Ethics Officer to determine next steps.
Failure to intentionally disclose a violation may result in the Board Chair’s recommendation of an appropriate action to be voted on by the voting members of the Board, sans the Director in question.
The Board Chair will actively administer this Code for all Directors. Training will be provided periodically for all Directors and new Directors will receive training on this Code as part of their initial orientation process. Every two years, Directors shall sign a statement attesting that they have read and are in compliance with the Code of Ethics. As part of the Board orientation process, new Directors joining the Board shall sign a statement attesting that they have read and are in compliance with the Code of Ethics.
This Code will be reviewed at least bi-annually (odd numbered years) by the Association’s Board of Directors, which will approve all changes made to the Code.