Board of Directors Standards of Ethical Conduct
Revision: March 2016
Original Adoption: February 2006
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 on the Board. Board members pledge to accept these standards as a minimum guideline for ethical conduct and shall:
- Abide in all respects by the NCRA Code of Professional Ethics and all other rules and regulations of the Association (including but not limited to the Association’s Articles of Incorporation and Bylaws) and will ensure that their registered membership in the Association remains in good standing at all times.
- Review all information and materials sent in connection with Board business and attend the meetings of the Board and the Board committees to which appointment is accepted.
- Fully disclose, at the earliest opportunity, any information that may result in a perceived or actual conflict of interest and act in accordance with the NCRA Conflict of Interest policy.
- Exercise reasonable care, good faith and due diligence in the Association’s affairs.
- Fully disclose, at the earliest opportunity, information of fact that would have significance in board decision-making.
- Remain accountable for prudent fiscal management of the Association.
- Exercise extreme care in all oral or written statements and personal speaking engagementsto separate expression of personal opinion or belief from communications carrying the color of authority of the Association. Further, position/title on the Board will not be used when expressing a personal opinion unless acting within one’s capacity and duties as a Board member and representing the Board and the Association’s position on such issue. A disclaimer shall be made indicating that the board member is appearing in a private/personal capacity and not as an NCRA representative. This disclaimer does not relieve you of your duty to be bound by the Board Standards of Ethical Conduct.
- Refrain from discussing outside of the meeting room individual differences and opinions about Board and Board Committee decisions.
- Strive to develop, encourage and uphold the highest standards of personal and professional conduct among one’s colleagues and the NCRA membership as a whole.
- Exercise the powers vested for the good of all members and the Association itself rather than for personal benefit.
- Avoid situations which may be improper or may give the appearance of impropriety.
- A Board Member shall not use NCRA materials or assets to inure to their personal or professional use or benefit.
- Respect the confidentiality of information acquired through Board service.
- Remain diligent and alert as to what information learned during Board service can or should be shared with others.
- Except as the Board of Directors may otherwise require or as otherwise required by law, no Board member shall share, copy, reproduce, transmit, divulge or otherwise disclose any confidential information related to the affairs of the Association, and each member of the Board will uphold the strict confidentiality of meetings and other deliberations and communications of the Board of Directors.
- “Confidential information” includes but is not limited to discussions in Executive Sessions and information on employees (including compensation); except to the extent that this information is publically available (such as on the Form 990 and the annual audit report).
Collaboration and Cooperation
- Exhibit and maintain a professional level of courtesy, respect and objectivity in all matters related to Association business, including but not limited to Board meetings, assignments, committee work, interactions with other Board members, interactions with members, recognizing that appointment to the Board is a privilege bestowed by one’s colleagues to serve the membership and the mission of the Association.
- Respect the diversity of opinions as expressed or acted upon by any member or group of members.
- Promote collaboration, cooperation and partnership among NCRA members.
This form will be annually reviewed by the Board and signed by each officer and director.
Board Standards of Ethical Conduct Complaint Procedures
Revision: March 2016
Original Adoption: December 2009
The Board Standards of Ethical Conduct (“Board Standards”) is intended to provide guidance and support for the Directors and Officers of NCRA and is not intended to be punitive. Should an allegation be made that a Director or Officer currently serving on the NCRA Board of Directors has violated the Board Standards, reasonable attempts shall first be made to resolve the matter informally and collaboratively, and in a positive and supportive manner, with the participation of all Directors and Officers, including the Director or Officer complained against. Sanctions against a Director or Officer shall only be considered as a last resort.
The following procedures (“the Procedures”) shall be followed in instituting and resolving formal complaints that a Director or Officer currently serving on the NCRA Board of Directors (“Board”) has violated the Board Standards
These Procedures shall only be utilized if an attempt to reach an informal and collaborative resolution is insufficient or deemed by the Board to be inappropriate given the severity of the allegation(s).
As a general rule, once these Procedures have commenced, the Director or Officer that is the subject of the complaint shall not participate in any of the Board’s deliberations on that complaint, nor shall the complainant. Depending upon the circumstances of a particular complaint and the severity of the sanctions that are being considered, the Board may allow greater participation by the parties.
“Executive Director” refers to the Executive Director or his or her designated representative.
A. Filing and Investigation of Complaints
- Any NCRA Director, Officer or Member may file a complaint against a Director or Officer currently serving on the NCRA Board of Directors. All complaints must be in writing, signed by the person making the complaint, and addressed to the Executive Director of the Association. All complaints must contain the name of the Officer or Director complained against, a description of the conduct complained of, and references to the specific provisions of the Board Standards involved in the complaint. In addition, the complaint must include all pertinent documentation which is made to substantiate the complaint, available at the time of the complaint. All complaints must be signed by the complainant and the complainant must affirm that the facts stated in the complaint are true and accurate to the best of the complainant's knowledge and belief. The complaint must also contain the complainant's consent for the Association's disclosure of the complaint to the Director or Officer complained against, the members of the Board of Directors, and appropriate staff.
- Once a complaint has been filed and all conditions enumerated in #1 above have been met, NCRA will send all written communications to the person making the complaint and the Director or Officer complained against. The Executive Director shall forward a copy of the complaint to the Director or Officer, along with a copy of these complaint Procedures, and a copy of the Standards, and request that the Director or Officer respond to the complaint in writing within thirty (30) days from the date of the letter of notification. A copy of any response received shall be forwarded to all other parties.
- NCRA shall keep confidential all records, documents, files and evidence pertaining to a complaint, and proceedings will be closed to the public, except as may be necessary for compliance with these complaint Procedures or to take ancillary action with respect thereto, or unless ordered otherwise by a court or agency of competent jurisdiction.
- Any party initiating a complaint shall agree in writing not to disclose all or part of any record, document, file, evidence, the decision of the Board as well as to indemnify and hold harmless the association from any claim or action that may result from such improper disclosure of information related to the complaint and conduct of the complaint proceeding.
- Should a Director or Officer resign from the Board or resign his or her membership in NCRA after these Procedures have been started, the Board shall complete the processing of the complaint as specified in these Procedures.
B. Proceedings by the Board of Directors
- When the thirty-day (30) period has elapsed, or earlier, if a response is received earlier, the Executive Director shall forward the complaint, documents submitted, and the response, if any, to the Board of Directors. The Board may reach its decision based on the complaint and the response, if any, or may ask the Executive Director to obtain additional information. The Board may also grant an opportunity for the person making the complaint and the Director or Officer complained against to be heard either in person, through legal counsel or in a format agreed to by all parties. If the Board determines there are disputed issues of fact that are material to its decision, it may grant any party an opportunity to present relevant information, including documents and witnesses, and an opportunity to cross-examine the witnesses called by any party. The Board shall be the judge of the relevance and materiality of any information offered, and conformity to legal rules of evidence shall not be necessary.
- The Board shall thereafter prepare a written decision containing its findings of fact and conclusions. If the Board finds that a violation has occurred, it may issue a private reprimand, a public reprimand or (in the case of an Officer) may suspend or remove the Officer from his/her position on the Board.
- Sanctions imposed by the Board shall be determined by a simple majority vote of the Board, except that removal of an Officer from his or her position shall be governed by the requirements of Article VI, Section 3 of the Constitution and Bylaws, specifically, that such removal may be made by “a three-fourths (3/4) vote of the Board of Directors at a meeting at which a quorum is present whenever in its judgment the best interests of the Association would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.”
- The Board may suspend the processing of the complaint pending the outcome of any related administrative, civil or criminal proceedings, or for any other reason deemed appropriate by the Committee to ensure fairness or due process for all parties.
- All decisions of the Board shall be final and not subject to any appeal.
C. Costs and Expenses
Each party shall bear his or her own costs and expenses with respect to any proceeding except as may be specifically authorized by the Board.
D. Compliance Statement
- Each Director and Officer shall be provided with a copy of the Board Standard of Ethical Conduct (“the Board Standards”) and this procedures document (“the Procedures”) and shall affirm that they have read, understand and agree to be bound by the Board Standards and the Procedures.
- Each potential candidate for a Director or Officer position shall be provided with a copy of the Board Standards and the Procedures and shall affirm that they have read, understand and agree to be bound by the Board Standards and the Procedures.
- NCRA shall publish the Board Standards and the Procedures, and a listing of those Officers, Directors, and candidates for Officer or Director that have agreed to be bound by them on its Web site.