Association of Corporate Counsel Greater Philadelphia Code of Conduct and Conflicts of Interest Policy

For Board of Directors and Volunteer Leaders

The Association of Corporate Counsel Greater Philadelphia (“ACC GP or the “Association”) is a not-for- profit, tax-exempt trade association formed to promote, develop, educate, and otherwise further the professional needs of in-house counsel in the Greater Philadelphia region, including eastern Pennsylvania, Delaware and southern New Jersey. ACC GP’s membership consists of attorneys who actively practice inside a corporation or other private-sector organization and do not hold themselves out to the public for the practice of law. The business and affairs of the Association are managed under the direction of ACC GP’s Board of Directors (the “Board”). In addition, other volunteer leaders (e.g., chairs of ACC GP committees, initiatives and others) may arrange and direct programs, activities and projects. Henceforth, the term “Volunteer Leader” shall refer to and include ACC GP’s volunteer leaders and the Board.

This Code of Conduct and Conflicts of Interest Policy shall apply not only to all Volunteer Leaders, but also to all ACC GP employees and contractors.

Code of Conduct:

Volunteer Leaders (including ex officio members of the Board) shall at all times abide by and conform to the following Code of Conduct in their roles with ACC GP:

1. Volunteer Leaders will abide in all respects by the rules and regulations of the Association (including but not limited to the Association’s Articles of Incorporation and Bylaws) and shall fulfill their duties in accordance with those documents and in accordance with all applicable federal, state, and local laws and regulations. As applicable, members of the Board will generally follow the duties set forth in Attachment A, and Volunteer Leaders will generally follow the duties set forth in Attachment B, to this Code.

2. Volunteer Leaders will ensure that, for the duration of the service to the Association, they each remain in good standing in at least one jurisdiction as a licensed attorney, and remain members in good standing of ACC.

3. Volunteer Leaders will conduct the business affairs of the Association in good faith and with honesty, integrity, due diligence, and reasonable competence.

4. As ACC-GP strives to be a respectful inclusive organization, Volunteer Leaders will refrain from demeaning, derogatory, discriminatory, abusive or harassing behavior and speech.

5. No Volunteer leader will commit any act which, in the reasonable and good faith opinion of ACC-GP, would disparage or impair the reputation of ACC (including, without limitation, being convicted of any felony or a crime involving moral turpitude, ethical violations or any other act of moral turpitude). A Volunteer leader who engages in such conduct shall be subject to removal by the Board.

6. Volunteer Leaders are expected to intervene as appropriate to protect an individual’s health and safety when they observe a dangerous situation, someone in distress (at events or otherwise) or violations of this Code of Conduct. Any such intervention or observation shall be reported to Officers of the Board as soon as practicable after the incident.

7. Except as the Board may otherwise approve or as otherwise required by law, no Volunteer Leader shall share, copy, reproduce, transmit, divulge or otherwise disclose any information identified by the Board as confidential and related to the affairs of the Association. Each member of the Board will uphold the strict confidentiality of all meetings and other deliberations of the Board.

8. Volunteer Leaders will exercise proper authority and good judgment in their dealings with Association staff, suppliers and the general public and will respond to the needs of the Association’s members in a responsible, respectful and professional manner.

9. Volunteer Leaders will use confidential information provided solely for the purposes intended. Volunteer Leaders will not use confidential information for personal gain or for any reason other than in furtherance of his or her duties as a Volunteer Leader. Further, a Volunteer Leader will not misuse Association property or resources and will at all times keep the Association’s property secure and will not impermissibly transmit unauthorized persons to have or use such property.

10. Each Volunteer Leader will perform his or her assigned duties in a professional and timely manner pursuant to the Board’s direction and oversight.

11. No Volunteer Leader shall speak for or on behalf of ACC GP unless specifically authorized to do so by the Board.

12. Upon resignation, removal or completion of term of service, a Volunteer Leader will promptly return to the Association all documents, electronic and hard files, reference materials, and other property entrusted to the Volunteer Leader for the purpose of fulfilling his or her job responsibilities, or destroy or dispose of such records in a secure manner, in accordance with the Policy on Records Retention. Such return or disposal will not abrogate the Volunteer Leader from his or her continuing obligations of confidentiality with respect to information acquired during his or her tenure as a Volunteer Leader.

Conflicts of Interest:

The Volunteer Leaders of ACC GP must act at all times in the best interests of ACC GP and not for personal or third-party gain or financial enrichment. Volunteer Leaders are expected to act in a manner that reflects favorably upon the ACC GP. When encountering potential conflicts of interest, Volunteer Leaders shall communicate the potential conflict to the President or the Secretary of the Board and, as required, remove themselves from all discussion and voting on the matter.

Specifically, Board members may have additional requirements regarding conflicts of interest and the appearance of such conflicts.

1. Board members have a fiduciary duty to conduct themselves without conflict to the interests of the ACC GP. In their capacity as Board members, they must subordinate personal, individual business, third- party, and other interests to the welfare and best interests of the ACC GP.

2. A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to the ACC GP and the Board member’s personal, business or other interests.

3. All conflicts of interest are not necessarily prohibited or harmful to the ACC GP. However, full disclosure of all actual and potential conflicts, and a determination by the disinterested Board (or the ACC GP Officers) members –with the interested Board member(s) recused from participating in debates and voting on the matter –are required.

4. All actual and potential conflicts of interests shall be disclosed by Board members to the ACC GP Secretary through the annual disclosure form and/or the President or Secretary whenever a conflict arises. The disinterested members of the ACC GP Officers shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The ACC GP Officers shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and/or action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.

5. On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the ACC GP Officers, as well as all other conflict information provided by Board members.
   

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Attachment A

Statement of Expectations, Regarding Participation in Chapter Activities, for Members of the ACC GP Board of Directors

Description: The Board of Directors functions as the chief governing body of the chapter. Board members shall have authority and responsibility for supervising the general operation of the chapter in the furtherance of its stated purpose, mission, and goals. Each Board Member is directly accountable to the President of the Board for performance of the stated duties.

Responsibilities:

General duty: To take on and execute a specific role within the chapter. The ACC GP Board is a working board, and each Board member has an assigned role to play (e.g.: chairing a committee or special program or playing a lead role in and/or running another chapter initiative). Because directors bring different skills and resources to ACC GP, we may expect/ask for different types of commitments.

Specific duties:

• • Participate in new Board member orientation session prior to the first Board meeting of member’s term on the Board.
  • Attend all regular and special meetings of the Board of Directors, and notify the President (or designee) if unable to attend. We prefer in-person attendance when possible, but a phone bridge or videoconference line is made available for participation.
  • Attend one or more special meetings with sponsors each year (i.e., focus group sessions, sponsor appreciation reception, etc.).
  • Attend meet your counterpart and other social events when possible.
  • Support ACC GP’s efforts to secure sponsorships and contribute to the development, approval, and monitoring of the chapter annual budget.
  • Participate in the formulation of the chapter's strategic and/or short and long-range plans including annual goals and objectives, evaluate chapter policies and programs on a regular basis and make appropriate recommendations.
  • Support ACC GP’s efforts to recruit and retain members; and bring member issues and concerns to the attention of the Board of Directors for consideration and action.
  • Any other non-specified duties necessary to further the business of the chapter as duly authorized by President and/or Board of Directors.

Term of Office: One three (3) year Term, with at least a 1 year break before another three year term.

Qualifications: Demonstrated leadership skills, strong business acumen, and a commitment to perform in an orderly and responsible manner all duties of the office.

Attachment B

Statement of Expectations, Regarding Participation in Chapter Activities, for ACC Sponsor’s Volunteer Leaders

Description: Provides leadership to and manages the work of a practice group, committee, initiative, task force, or other project of ACC GP.

Responsibilities:

General duty: To perform a specific role or duty for ACC GP.

Specific duties:

• • • Collaborate with the appropriate member of the Board of Directors who oversees the committee, initiative, task force, or other project (hereinafter, “Activity”) to establish the expectations for the Activity.
    • Collaborate with any co-chairs. Regularly communicate and/or meet with co-chairs to establish and revise goals and objectives, roles of all co-chairs, and appropriate timelines. Work with appropriate Board leaders or staff to implement the objectives of the Activity. Ensure appropriate follow-up occurs.  Maintain records, as appropriate, to be able to pass on to next leaders.
    • Support ACC GP’s efforts to secure sponsorships.
    • Support ACC GP’s efforts to recruit and retain members, and bring member issues and concerns to the attention of the Board for consideration and action.
    • Work with other ACC GP leaders to support the Association’s DEIB initiatives.
    • Work with ACC GP staff to market and/or publicize efforts, as appropriate.
    • Attend as many signature luncheon programs, and social/networking events of the membership, as possible.
    • Attend one or more special meetings with sponsors each year (i.e., focus group sessions, sponsor appreciation reception, etc.).

Term of Office: One (1) year. No term limits.

Qualifications: Demonstrated leadership skills, strong business acumen, and a commitment to perform in an orderly and responsible manner all duties of the office.