Corporate Resolution No. 2020 - ____
Corporate Resolution by the Executive Board of
the Clan Henderson Society, Inc.
WHEREAS, the Public Company Accounting Reform and Investor Protection Act of 2002, known as Sarbanes-Oxley, requires the adoption of a whistleblower protection practice and policy by a nonprofit corporation; and
WHEREAS, Bylaw XII of the Bylaws of the Clan Henderson Society, Inc., recognizes the legal responsibility for compliance with Sarbanes-Oxley by the Society by adoption of a whistleblower protection practice and policy; and
WHEREAS, the Executive Board wishes to adopt an official whistleblower protection and practice policy for the Society to comply with federal law and good corporate practice,
NOW THEREFORE BE IT RESOLVED, by the Executive Board of the Clan Henderson Society, Inc., that:
The Executive Board hereby adopts the following Internal Complaints Policy for the Clan Henderson Society, Inc.:
CLAN HENDERSON SOCIETY, INC., INTERNAL COMPLAINTS POLICY
The Clan Henderson Society, Inc., requires directors, officers, employees, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Society, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
Reporting Responsibility. This Internal Complaints Policy is intended to encourage and enable employees, volunteers, and others to raise serious concerns internally so that the Society can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees, and volunteers to report concerns about violations of the Clan Henderson Society’s code of ethics or suspected violations of law or regulations that govern the Society’s operations.
No Retaliation. It is contrary to the values of the Society for anyone to retaliate against any board member, officer, employee, or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the Society. An employee or volunteer who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment or position.
Reporting Procedure. The Society has an open door policy and suggests that officers, employees, and volunteers share their questions, concerns, suggestions, or complaints with the officer responsible for the area in which the complaint arises. If you are not comfortable speaking with that officer or you are not satisfied with that officer’s response, you are encouraged to speak with another board member. Board members, supervisors, and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the Vice President and General Counsel, who has the responsibility to investigate all reported complaints. Officer, employees, or volunteers with concerns or complaints may also submit their concerns in writing directly to the President or the Vice President and General Counsel.
The Vice President and General Counsel. The Vice President and General Counsel is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Vice President and General Counsel will advise the President and/or the Executive Board of all complaints and their resolution and will report at least annually to the Treasurer on compliance activity relating to accounting or alleged financial improprieties.
Accounting and Auditing Matters. The Vice President and General Counsel shall immediately notify the President and/or the Executive Board of any concerns or complaint regarding corporate accounting practices, internal controls or auditing and work with the board until the matter is resolved.
Acting in Good Faith. Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
Confidentiality. Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Handling of Reported Violations. The Vice President and General Counsel will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
Vincent Henderson II
Vice President and General Counsel
5116 Cantrell Road
Little Rock, AR 72207
DATED AND EXECUTED in the State of ________________________, on the _________ of _______________, 20__.