Significant Additional Governance Policies
The NCRA Board of Directors engages in an extensive program of new-Director orientation and ongoing Board development (training) to ensure that all members fully understand their legal, ethical and fiduciary obligations as directors and officers, as well as keeping current on any changes in relevant law and emerging best practices in effective governance. This program of continuous improvement ensures that our directors and officers are fully informed and empowered to exercise their authority and responsibilities.
NCRA Board of Directors Code of Ethics
Members of the Board of Directors of the National Court Reporters Association are committed to observing and promoting the highest standards of ethical conduct in the performance of their responsibilities as a Board. In furtherance of this commitment, the Board has developed a Code of Ethics establishing standards in the areas of accountability, professional responsibilities, confidential information, collaboration, and cooperation.
NCRA Antitrust Policy
As required by the NCRA Constitution and Bylaws (Article VIII, Section 5 and Article XII, Section 5), NCRA maintains a written summary description of the obligations of directors, officers and committee chairs under the antitrust laws, and requires annual, written statements from these officials, acknowledging and agreeing to abide by these laws.
NCRA Conflict-of-Interest Policy
All Directors face a legal duty to avoid conflicts of interest and act in the best interests of the organization. In furtherance of this commitment, NCRA requires the Board of Directors, committee members, staff members, and other volunteers to annually review NCRA’s Conflict of Interest policy and sign NCRA’s Duality-of-Interest Disclosure Statement.
Open Meetings Policy
All NCRA Board of Directors meetings are open to any NCRA member. A calendar of future Board meetings is posted on the NCRA website.
An “open microphone” session is included on each Board meeting agenda to allow an opportunity for attending members to make comments to the Board. Every effort is also made to accommodate requests from visiting members to add their comments throughout the meeting, during the Board’s discussions of its official agenda as well.
While nearly all of the Board’s work is conducted in open session, from time to time confidential or legally sensitive information will be considered, and those discussions are conducted in executive session.
A summary of Board meeting actions is prepared immediately and posted to the NCRA Web site within two weeks of each meeting. Minutes of each meeting are the official record of the Board’s actions and are also posted to the Web site, once formally approved (generally at the next meeting of the Board.)
NCRA Whistleblower Policy
The Sarbanes-Oxley Act requires all corporations (including not-for-profit corporations such as NCRA) to establish policies to address employee allegations of corporate wrongdoing and to protect such employees from retaliation.
NCRA has such a policy in place.
NCRA Document Retention and Destruction Policy
The Sarbanes-Oxley Act requires all corporations (including not-for-profit corporations such as NCRA) to maintain a written, mandatory document retention and periodic destruction policy.
NCRA has such a policy in place.
Additional Sarbanes-Oxley Compliance
With the exception of these two requirements, the provisions of the Sarbanes-Oxley Act apply only to publicly traded, for profit corporations and are not binding on not-for-profit corporations such as NCRA. NCRA, however, has voluntarily elected to exceed the requirements of the law and has undertaken a comprehensive program to adopt financial and governance practices that meet Sarbanes-Oxley requirements to the greatest extent possible. These policies and practices include:
Contemporaneously documenting all meetings of the Board and actions taken.
Providing a copy of the association’s IRS Form 990 tax filing to the Finance Committee and Board of Directors for review prior to filing.
Maintaining a written conflict-of-interest policy.
Requiring officers, directors, and key employees to annually disclose interests that could give rise to conflicts.
Regularly and consistently monitoring and enforcing compliance with the conflict of interest policy.
Including a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision made in determining the compensation of the chief staff executive.
Meeting Sarbanes-Oxley standards for independence of the audit committee.
Requiring that the lead and reviewing partner of the independent auditing firm that conducts the annual audit rotate off of the audit every five years.
Requiring the chief executive and the chief financial officer to certify the appropriateness of financial statements and that they fairly present the financial condition and operations of the association.
Modeling its disclosure of financial information (such as in this section of the Web site) to meet or exceed the disclosure practices that Sarbanes-Oxley requires of publicly traded, for profit corporations.