Code of Conduct for the Webinar/Conference Call

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Welcome!

CCUSA Code of EthicsBoard/Governance ResponsibilitiesMarch 18, 2009

Sr. Melanie DiPietro, SC, JD, JCDPresenter

OverviewThe presentation will address four basic questions that the board of directors or management may have in deciding to adopt or endorse the Code of Ethics for its agency.

While thediscussion of the followingquestions will focus primarily on the content of Ethical Standard 2: Board/Governance, some of the discussion will be applicable to the Code of Ethics in general.

Overview

The following four questions will initiate the discussion. Is the Code a necessity or luxury? What is the value to the agency and the client of the adoption/endorsement of the Code? What is the burden on management for the implementation of the Code? What are the legal ramifications of the adoption of the Code?

Sr. Melanie DiPietro, SCDirector of the Seton Center for Religiously Affiliated Corporation

Civil law practice included representation of CC in remand of Bowen v. Kendrick, counsel and representation of health, social service and educational corporations in litigation and transaction work including joint ventures between Catholic and Non-Catholic organizations.

Member of the American Law Institute serves on the consulting committee for the revision of the principles of non-profit governance

Professor, non-profit corporation law and advance legal writing

Member of the legal commission for Caritas Internationalis

Seton Hall University

Seton Center for Religiously Affiliated Non-Profit CorporationsResources to Religiously Affiliated Corporations:

Capacity building for good governance Policy and legal analysis of laws potentially adversely affecting the corporation Education on the intersection of law, accreditation standards, and church law Consultation on operational issues related to governance

Offering: On-site educational programs for members, directors, management and staff Teleconferences Webinars Private colloquia Private research projects Conferences

Seton Hall University

QUESTION ONE

A Code of Ethics: Necessity or Optional?

Internal integrity of organization

External environment

Does The Identity of CC Require an Ethical Code?Ethical behavior does not require a written code human actors are ethical

Does an organization withPluralism of various stake holdersBrand name raises public expectations - need to have a written code?

First Consideration: Internal Integrity CATHOLIC

(Christian) not the result of ethical choice encounter with an event, a person which gives life a new horizon and a decisive direction (God is Love, p.1)

Concretely the ecclesial exercise of the commandment of love of neighbor (God is Love, p.2)

Church through purification of reason and through ethical formation makes it own specific contribution

Profess CST Cadre report bylaws public literature

First Consideration: Internal Integrity CATHOLIC (continue)Organizational behaviorPluralism of staffComplacency of religion and good willProfessionalism policies and procedures

Code integrates Catholic mission, law, accreditation and professional standards

Necessity justice c.223 exercise rights as individuals and as associations must take into account, the common good duties toward others

Second Consideration: Demands of External EnvironmentPrinciples of good governance and ethical practices (Panel on the Non-Profit Sector October 2007)Independent sector work with Congress and IRSSelf regulation begins with good governanceBoard sets policies, oversees operations33 principles: 4 areas Legal compliance and public disclosureEffective governanceStrong financial oversightResponsible fundraisingDevelop transparent process for communicating HOW the organization addresses the principles guiding its operationsNon-Profit organizations have long embraced the need for standards of ethical practice that preserve and strengthen the publics confidenceIRS Principles of Good Governance Form 990Accreditation requirement

Is The Code a Necessity or Optional Luxury?Common sense answer

Can you operate your agency without any written policy?Human resourcesHandling of moneyStaffingSafety

Can you evaluate your performance without a written strategic plan with prior established benchmark?

If written policies are required by professional norms, then is a written Code a professional necessity?If so, then what does the Code for your organization look likeCCUSA Code parallels with 33 principles of Independent SectorApply 33 principles or CCUSA Code to your organization

Question 2: Value to the Agency and the ClientCCUSA Codes Ethical Standards (ES) 7 categoriesArtificial to dissect agency or clientTopics ES 2, 3, 4, 6 = agency internal health; ES 1, 5, 7 = clientES 1 responsibility of board to insure client protection, quality, avoidance of conflict legal liability can arise from non performance i.e. 1.14; 1.15; 1.16; 1.20ES 2 Corporate integrityAutonomyFiduciary dutyFinancial accountabilityRelationships of the corporateValue to agencyParallel to 4 main categories of Independent SectorIRS good governanceCompliance with legal standardsValue: Education; current tool for creating corporate culture; evaluation best defense and offense

Question 3: Burden on Management for the Implementation of Some or All of Ethical Standards (ES)How many of ES are already supported by existing policies forms and practices?

Implementation of ES 2: Board/Governance2.01(1) content and application of moral and social teachingsCurriculum members, directors, senior staffAnnual meeting curriculum tailor to hot itemsBoundaries include legal, personal and positional conflicts2.01(c) regular reviewLegal review of especially of language of identityCreate appropriate corporate records minutes and resolutionsForms for corporate minute books2.01(e) conflict of interest policies and practices2.01(g) audits, board minutes and resolutions2.02(a) see 2.01 (e)(f)2.02(b)(f) annual form for member and trustee self-evaluation2.02(c)(d)(e) IRS compensation create evaluation forms, procedures (requirement of Intermediate Sanctions)2.02(f) incorporate sections of grant applications in report of executive director

Question 3: Burden on Management for the Implementation of Some or All of Ethical Standards (continue)Conclusion: Implementation can be efficientIncorporate standards into existing practicesCreate forms and calendar2.03 and 2.04 Fiduciary Duty and Financial AccountabilityExplication of law and legal standards and Form 990Procedures above create a structure for education, consciousness raising, culture2.03(g) ad hoc need to incorporate in a specific negotiation2.05 Relationships of CorporationSafety net observance serves the Diocese and CCCreate procedures follow themConclusion: Development of procedures, forms simply a prudent management action creates legal financial compliance and the data for fundraising credibility.

Question 4: Legal Ramifications of Endorsement or Adoption of EC

Standards parallel existing legal standards of board responsibilities (local counsel needs to review)

Standards for communication of members and between CC and Diocese support legal autonomy mutual benefit to CC and Diocese

Canonical Perspective relationship and credibility within church of Catholic identity and mission created structures and processes that educate and inform, and that respect legal structures of CC and the Diocese.

Thank you for your Participation!

Save the Dates for Future Webinarsrelated to the Code of Ethics, held from 3-4pm Eastern Standard Time:

April 21nd --- CEO/Management Team (Facilitator: Ed Orzechowski)

May 19th --- Staff/Volunteers/Agency Relationships (Facilitator: Dr. Ken Flanagan)

August 20th --- Social Responsibility (Facilitator: Fr. Ragan Schriver)

For more information, please contact Bob Colbert at 703-236-6203.

CEU CreditParticipants can obtain CEU credit for their participation in the Code Webinar Series.

For more information, contact Bob Colbert at rcolbert@catholiccharitiesusa.org

Credit through --- The Catholic University of Americas National Catholic School of Social WorkFee: $15 per participant