Shipping policy

YBH INC

 

CHARITIES COMPLIANCE RESOLUTIONS

 

 

 

WHEREAS, CONGREGATION YBH INC  (the “Congregation”) has consistently adhered to the highest ethical standards of conduct in all of its activities, abiding by the letter and spirit of all applicable laws, and acting in a manner that enhances the Congregation’s standing in the broader community;

WHEREAS, the Congregation recognizes that it is the responsibility of its  Executive Committee, officers and employees to act in a lawful and ethical manner in accordance with halacha and comply fully with appropriate standards of conduct and to avoid actions and relationships that might violate those standards; and

WHEREAS, the Congregation desires to expand and strengthen its existing compliance system;

NOW, THEREFORE, IT IS HEREBY

RESOLVED, that the Congregation hereby adopts the following policies and procedures as elements of its compliance program:

 

1.  A Code of Ethics and Business Conduct in the form attached hereto as Exhibit A which sets forth the Congregation's general standards of legal and ethical conduct and requires each Member of the Executive Committee, officer and supervising employee to confirm that he or she will abide with such Code.

 

2.  A Conflicts of Interest Policy in the form attached hereto as Exhibit B to confirm that all organizational decisions are made solely to promote the best interests of the Congregation without favor or preference based on personal considerations, and to provide for the highest ethical conduct with respect to the actions and business relationships of all employees.

 

3.  An Employee Protection Policy in the form attached hereto as Exhibit C to prohibit reprisals for good faith reporting by employees of actual or possible violations of the law or the Congregation’s policies.

 

and further

 

RESOLVED, that the Congregation will adopt policies and procedures appropriate for its size and operations regarding receipts of income and contributions, grants/scholarships, acting as an intermediary for fundraising purposes, as detailed in Exhibit D.

 

RESOLVED, that the Congregation hereby establishes a new standing subcommittee of the Executive Committee known as the Compliance Subcommittee consisting of at least three (3) Members of the Executive Committee of the Executive Committee of the Congregation (excluding the president and treasurer) to discuss with the Congregation’s auditors any compliance and financial issues raised by the auditors and to ensure the Congregation’s compliance with the Code of Conduct; and further

 

RESOLVED, that the Congregation will maintain the services of a certified public accounting firm of appropriate size and sophistication to prepare annual audits of its financial records.

 

 

                       

EXHIBIT A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YBH INC.

______________________________________

 

 

 

 

 

Code of Ethics and

Business Conduct

 

 

 

 

 

 

 

Congregations YBH’s (the “Congregation”) success and reputation depends on the integrity of its governing Executive Committee, officers, employees, and agents.  To maintain that success and reputation, it is the responsibility of each  Member of the Executive Committee, employee, and agent to act in a lawful and ethical manner and comply fully with appropriate standards of conduct in all of their duties and responsibilities for the Congregation.

 

Accordingly, all of the Congregation’s Executive Committee members, officers, employees and agents must maintain appropriate standards of business and ethical conduct, including the following:

 

Rule 1:  Compliance with Legal Requirements

 

We must act in accordance with all laws and regulations which apply to us. 

 

Rule 2:  Adherence to Ethical Standards

 

We must maintain the highest ethical standards of conduct in all the Congregation’s activities.

 

Rule 3:  Respect for Beneficiaries

 

All beneficiaries of the Congregation’s mission are entitled to equal access to services and are to be treated with care and respect.  In addition, we must respect their privacy.

 

Rule 4:  Maintenance of Accurate Records and Documents

 

Congregation records and reports must be accurately maintained.  Under no circumstances may any records be falsified, wrongfully destroyed, or misused.

 

Rule 5:  Avoidance of Conflict of Interest

 

Under no circumstances may any gift or other favor be given as an inducement or to be used for preferential treatment in organizational activities including, but not limited to, business and programmatic decisions.

 

The Congregation’s Executive Committee, officers, employees, and agents or their family members may make not use of any proprietary or confidential information learned in the course of employment or Executive Committee service for personal benefit.

 

Rule 6:  Following Proper Business Practices

 

Dishonest, fraudulent or unethical activities are prohibited.

 

Rule 7:  Community Benefit

 

            The Congregation must be operated for the benefit of its members and none of its assets or income may be used in a manner that would jeopardize the Congregation’s tax exempt status. This includes refraining from any political campaign activities.

           

Rule 8:  Inspiration to the Community

 

All of the Congregation’s Executive Committee Members, officers, employees and agents must conduct our affairs so that we inspire, and are looked upon favorably by, the broader community.

 

Reporting of Violations

 

All Members of the Executive Committees, officers, employees and agents are required to come forward with any information regarding an actual or possible violation of this Code or the Congregation’s policies and to cooperate fully in the investigation of any alleged violation.

 

Reports should be made to the President of the Executive Committee (“President”) or to the Executive Committee directly if with respect to the President.

 

No type of disciplinary action will be taken against a person who in good faith reports actual or possible violations of the Code. 

 

 

Discipline for Violations

 

The Congregation will take disciplinary action, including dismissal when appropriate, against any person who violates any legal requirements or the Congregation’s policies, including anyone who fails to report violations or retaliates against any individual for reporting in good faith a possible violation.

 

 

 

 

EXHIBIT B

 

 

        CONGREGATION  YBH INC.

 

        POLICY ON CONFLICTS OF INTEREST

 

 

 

I.         General Standards

 

All Members of the Executive Committees and employees of CONGREGATION YBH INC (the “Congregation”) have a duty of loyalty to the Congregation, which includes:

 

1.         exercising utmost good faith in all matters relating to their duties and responsibilities to the Congregation; and

 

2.         acting in a manner reasonably believed to be in the best interest of the Congregation when discharging their duties.

 

 

II.        Confidential Information

 

Each Members of the Executive Committee and employee must protect the confidential information of the Congregation (including financial information, beneficiary information and donor lists) and may not use any confidential information of the Congregation for personal gain.

 

 

III.      Appropriation of Corporate Opportunity

 

A Member of the Executive Committee or employee may not participate in a transaction that the Member of the Executive Committee or employee knows or has reason to believe would fall within the present plans of the Congregation or any of its beneficiaries without making prior written disclosure to the President of the Executive Committee of the Congregation (“President”) who shall so advise the Executive Committee.

 

 

IV.       Disclosure of Potential Conflict of Interest

 

1.          Definition of Potential Conflict of Interest

 

A Member of the Executive Committee or employee has a potential conflict of interest if the Member of the Executive Committee or employee or a Related Person (as defined below) is known to have a direct or indirect financial interest or other interest in or relationship (including board membership) with a beneficiary of the Congregation (as defined below), or any business or entity which has a business, financial or competitive relationship with the Congregation or a beneficiary of the Congregation.  Ownership of less than 5% of the outstanding shares of a publicly traded company will not be deemed a potential conflict of interest.

 

A “Related Person” is a person's spouse, parent, descendants, parents' descendants and spouse's parent's descendants.

 

A “beneficiary” is a person who directly benefits from the Congregation’s activities.

 

2.         Duty to Disclose

 

In connection with any actual or possible conflicts of interest, an interested Member of the Executive Committee or employee must disclose the existence and nature of his or her financial interest and all material facts to the President.  The President must make disclosures regarding him or herself to the Member of the Executive Committee. In addition, the hiring of any person as an employee or consultant who is a Related Person to board member, officer or manager of the Congregation will be disclosed to the Executive Committee.

 

3.         Procedure

 

If the President determines that there is a conflict of interest, the following shall apply:

 

(a)        The individual in question may take no part in the Congregation decisions to which the conflict relates.

 

(b)       In addition, with reference to employees, the President may prohibit the activity giving rise to the conflict.

 

(c)        In addition, with reference to a Member of the Executive Committee, if the conflict involves a matter under consideration by the Member of the Executive Committee or a subcommittee thereof, the Member of the Executive Committee:

 

(i)        shall disclose such interest to the other members Executive Committee or a subcommittee; and

 

(ii)       shall not vote on such transaction or attempt to influence the decision directly or indirectly.

 

Such disclosure and the fact that the Member of the Executive Committee did not vote or participate in the deliberations shall be recorded in the relevant minutes.

 

VII.     Gifts

 

 Members of the Executive Committee and employees of the Congregation (and their Related Parties) may not solicit or accept gifts, gratuities, payments or other consideration of any kind, loans (other than from financial institutions) or other favors from, or on account of, any person or Congregation arising (i) because such person is or was a beneficiary of the Congregation; or (ii) because such person or organization does, or is seeking to do, business or establish another relationship with the Congregation.

 

 

VIII.      Personal Use of Vendors or Beneficiaries

 

Members of the Executive Committee  or employees in a position to influence purchasing decisions must promptly disclose to the President if within the last three years they (or their Related Parties) had, or are considering entering into, a personal transaction with a vendor or supplier known to be, or under consideration as, a vendor or supplier to the Congregation.  This requirement is in addition to the disclosure of a potential conflict of interest requirement of section IV above and the prohibition of certain gifts pursuant to section VII above.

 

 

IX.           Questionnaire and Statement

 

1.         It is the responsibility of all Members of the Executive Committee and employees of the Congregation to familiarize themselves with this Policy and to comply and to ensure compliance of Related Parties with it.

 

2.         In addition to the appropriate disclosures required by this Policy, the following persons must complete, sign and return to the President a questionnaire and statement concerning this Policy: (a) Members of the Executive Committee   (b) all supervisory employees of the Congregation.  All Members of the Executive Committee are required to return the questionnaire and statement on an annual basis.  Designated employees are required to return it on an annual basis.

 

3.         The questionnaire and statement will require the recipient to disclose all financial interests relating to a potential conflict and to affirm that the recipient:

 

(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 that the Congregation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax‑exempt purposes.

 

 

X.        Report to the Executive Committee

 

The President shall report to the Executive Committee of the Congregation at least once annually concerning any disclosures of potential conflicts of interest made to them, and any other conflicts of interest which have occurred.

 

 YBH INC.

CONFLICTS OF INTEREST DISCLOSURE STATEMENT

 

The Conflicts of Interest Policy (the “Policy”) of CONGREGATION BETH TORAH (the “Congregation”) requires that each Member of the Executive Committee, officer and supervisory employee annually: (i) affirm to the Congregation in writing certain specified matters as set forth below; and (ii) disclose to the Congregation any financial interest (as defined in the Policy) that might directly or indirectly constitute a conflict of interest, as further described in the Policy.

 

___________________________________________________________

 

Please initial each statement that applies to you:

 

____ I have received a copy of the Congregation’s Conflicts of Interest Policy and have read and understand it.

 

____ I hereby agree to comply with the Conflicts of Interest Policy.

 

____ I understand that the Congregation is a charitable, tax-exempt organization and that in order to maintain its tax-exempt organizational status, the Congregation must engage primarily in activities that accomplish one or more of its charitable, tax-exempt purposes.

 

____ I have no actual knowledge and am not aware of financial Interest that I am required to disclose under the Conflicts of Interest Policy.

 

____ I have a financial interest that I am required to disclose under the Conflicts of Interest Policy. I hereby disclose all facts and circumstances concerning financial interest and conflict of interest that are known to me, as described in the attached letter. (Please attach a letter providing complete details, facts and circumstances concerning such Financial or Other Material Interest).

 

Signature: ______________________________________

 

Printed Name: ______________________________________

 

Position: ______________________________________

 

Date: ______________________________________

 

 

 

EXHIBIT C

 

 

YBH INC.

Employee Protection Policy

 

 

The Executive Committee of CONGREGATION   YBH INC. (the “Congregation”) has adopted the following Employee Protection Policy:

If any employee reasonably believes that some policy, practice, or activity of the Congregation is in violation of law, a written complaint may be filed by that employee with the supervisor.  However, if the employee is not comfortable reporting to the supervisor, or is not satisfied with the supervisor’s response, the employee may speak with any other executive or board officer of the Congregation.

It is the intent of the Congregation to adhere to all laws and regulations that apply to the Congregation, and the underlying purpose of this Policy is to support the Congregation’s goal of legal compliance.  The support of all employees is necessary to achieving compliance with various laws and regulations.  An employee is protected from retaliation only if the employee brings the alleged unlawful activity, policy, or practice to the attention of an appropriate person of the Congregation and provides them with a reasonable opportunity to investigate and appropriately respond to and make appropriate corrections with respect to the alleged unlawful activity.  The protection described below is only available to employees that comply with this requirement.

The Congregation will not retaliate against an employee who, in good faith, has made a protest or raised a complaint against some practice of the Congregation or of another individual or entity with whom the Congregation had a business relationship, on the basis of a reasonable belief that the practice is in violation of law or a clear mandate of public policy.

Nothing in this Policy is intended to or shall alter the at work nature of any employee’s employment status with the organization.