Each of us is required to observe the highest standards of honesty and integrity in dealings with each other and internal and external shareholders. The principles and policies that follow, and those policies found in the Board/Employee Handbook, define those responsibilities.
A Description of Ethics, Values and Integrity
Ethics: In this context, ethics defines what is right and wrong, good and bad, acceptable and unacceptable. Ethics define our moral obligations to all those with whom we interact, to the Mobile Estates Association Board of Directors, and to all stakeholders. Our ethics and values are the principles of conduct governing us as individuals and as an organization and they conform to accepted proper professional and personal standards of conduct as well as “public policy” using the legal and morale definition of a “reasonable person.”
Values: Values are our belief system. They are what we believe to be fundamentally important to the Mobile Estates Association in terms of how we conduct ourselves and the board’s business. They are the personal and professional characteristics that form the bedrock and foundation of our organization.
- Accountability, transparency, and integrity and we don’t accept obfuscation, evasiveness, and half-truths meant to mislead or, even worse, to deceive.
- Personal responsibility for what happens right and what happens wrong and we don’t accept hiding behind the organization or board accountability.
- Personal and organizational integrity to be counted on to do what is right because it is right versus finding the self-serving solution.
- Creativity and innovation– finding new ways to accomplish the mission rather than reheating what used to work yesterday.
- We love the messenger– the person who brings us problems. We love the person who challenges the status quo and takes prudent risks. The creator, the innovator, and the reporter of things gone awry. We reward the prudent risk-taker who has the fortitude to change what needs to be changed and to report what needs to be acted upon and addressed.
- Integrity: Integrity refers to an unwavering adherence to a high standard of personal conduct, beliefs or set of values in all activities and under all circumstances. Integrity precludes resorting to hedging, quibbling, evasive or misleading behavior, or statements.
Areas to Which the Code of Conduct Applies
Policy, Compliance, and Laws: Directors/Employees are expected to obey all Federal, state and local laws in their personal lives and in meeting their responsibilities as members of the governance and/or staff of the Mobile Estates Association. This includes adherence to laws and public policy prohibiting sexual or other forms of harassment or discrimination. More importantly, we are expected to follow the spirit of the law – its principles and intent – even more than the letter of the law.
Principles vs. Policy: Specifically, we are driven by principles and not by the “policies” designed to accomplish them. That is, we acknowledge that we are not a bureaucratic organization subject to rules but rather an organization of thinking people who will take prudent actions to accomplish the mission, while at the same time, stay the course of ethical conduct.
Conflicts of Interest
All decisions, activities
Outside employment for full time employees: Employees may work for themselves or others while a full time employee of the Mobile Estates Association but this is subject to a number of specific safeguards. The major provisions are:
- Outside employment must be arm’s length, fully disclosed, and approved by the Board of Directors in advance.
- The outside work may not distract from the employee’s primary responsibilities to the Mobile Estates Association.
- Employees may not use proprietary or confidential information that belongs to the Mobile Estates Association without the written permission of the Board of Directors.
- Employees may not work in a field which would be compromising or embarrassing to the Mobile Estates Association.
- Employees may not use Mobile Estates Association resources such as pc’s, software, telephones, copiers, or fax equipment without authorization.
- Outside work may not be conducted on Mobile Estates Association property or on bureau time without written authorization.
If the Mobile Estates Association Board of Directors determines that an employee’s outside work interferes with his or her performance or ability to meet the job requirements, he or she may be asked to terminate the outside employment or to resign from the Mobile Estates Association.
Gifts and Special Treatment: Transactions between the board/employee and an outside organization that
Employment of Relatives: This is permitted provided that the relationship is fully disclosed and arm’s length, with no favorable treatment, and subject to the same screening and employment standards of others. In addition, relatives may not work in a direct reporting relationship or deal with the confidential information relating to each other.
Books and Records: Will be maintained in a manner that accurately reflects all MOBILE ESTATE ASSOCIATION financial transactions, performance history,
Zero Tolerance: All breaches of ethical conduct will have a measured response based on the nature of the offense, 100% of the time. (This does not mean automatic termination, but it does mean a full investigation, and if found guilty, a punishment equal to the nature of the offensive, including civil or criminal prosecution if warranted.
Personal Behavior: This requires treating each other with respect and dignity; telling the truth, without quibbling or evasive statements; making decisions and taking action using the highest standards of honesty and ethics. It means listening to each other, respecting each other’s ideas and respecting and honoring the diversity of opinions. Personal behavior also includes appropriate actions to maintain a business atmosphere.
FRAUD ASPECTS OF THE CODE OF CONDUCT
Mobile Estates Association’s position on fraud, misappropriation, and similar acts
We also believe that we are duty-bound to pro-actively find and report such acts – that this is not a passive injunction, but rather an obligation.
We also believe that these actions are the personal responsibility of each member of the staff, regardless of position. That is, each of us is positively and proactively required to recognize and report fraud and related areas of misbehavior, and that the Mobile Estates Association Board of Directors is responsible for the investigation and resolution of issues related to suspected fraud, embezzlement, misappropriation,
The term “fraud” as used in this policy includes misappropriation and other irregularities including dishonest or fraudulent acts, embezzlement, forgery or alteration of negotiable instruments, misappropriation of Mobile Estates Association, board, employee, customer, partner or supplier assets. It also includes conversion to personal use of cash, supplies or any other assets, unauthorized handling or reporting of board transactions, and falsification of records or financial reports for personal or other reasons.
Fraud also includes performance reports intended to mislead or deceive, whether or not the fraudulent reports result in payments based on a performance-based compensation plan.
The above list is not inclusive but intended to be representative of situations involving fraud. Fraud may be perpetrated not only by Mobile Estate’s employees, but by agents and other outside parties as well. All such situations require specific action by the Mobile Estates Association Board of Directors.
The responsibility for detecting fraud in the Mobile Estates Association is that of every member of the Mobile Estates Association including board members, staff, and shareholders, but in particular, the head of Finance and the President who may delegate such responsibilities (but not accountability) for managing this aspect of Mobile Estate’s principles, policies, or practices. The President bears the primary responsibility and Board of Directors bear equal personal responsibility.
Responsibilities of the Staff, Investigation Procedure, and Disciplinary Measures
All staff members: Every staff member has an ethical obligation to report breaches of this Code of Conduct without a misguided loyalty to any person who abuses the policy. Loyalty to an individual who would put the organization’s reputation in jeopardy and do harm to other board and/or employees is a profoundly misguided act. If no action is taken upon reporting a violation, the board member/staff member should make the report to the next level of management.
Retribution: It is a violation of this Code of Conduct and board policy, as well as public policy to intimidate or impose any form of retribution on a board member and/or employee who utilizes reporting procedures in good faith to report suspected violations.
Ethics Committees: There is an Ethics Committee of the board that is headed by the President of the Board of Directors with explicitly assigned responsibilities and the authority to act on the board’s behalf, subject to an explicit grant of authority by the full board.
Disciplinary Measures: Mobile Estates Association Board of Directors and Leadership Team, each subject to explicit grants of authority from the full board, will determine whether violations of the Code or the spirit or intent of the Code have occurred. If so, they will determine the appropriate disciplinary measures to be taken. The disciplinary measures may include written reprimands, warnings, probation or suspension without pay if it is an employee, reduction in salary, termination of employment, required restitution and the filing of appropriate civil or criminal charges. Restitution will be required in all cases.
Loyalty is critically important to the principles and mission of the Mobile Estates Association, but not to a single person or member of the board. If no action is taken upon reporting a violation, the staff member is obliged to report the incident to the next level of management.
Whistle-blowing: This Code-of-Conduct requires whistle-blowing and a failure to report incidents of fraud or major related incidents is cause for disciplinary action.
Our society attaches a stigma to whistle-blowing or being a “tattletale” (started in grade school), an inappropriate position which compromises and demeans the integrity of the organization and which puts an unfair and inappropriate burden on the other people in the organization. Said very specifically, each of us has a pro-active obligation to recognize and report fraud or related breaches of ethical conduct.
It is a violation of these principles and this policy as well as public policy to intimidate or impose any form of retribution on an employee or agent who utilizes reporting procedures in good faith to report suspected violations. Appropriate action is required in this event involving an employee or agent whether or not such individual is one of the wrongdoers.
Investigation of Violations
If the Mobile Estates Association receives information regarding an alleged violation from any shareholder of the Mobile Estates Association of this Code (such a fraud, or similar actions) those persons authorized and appointed by the President and/or Board to investigate alleged violations will:
- Evaluate such information as to the credibility and gravity of the allegations,
- Undertake a formal investigation,
- Prepare a report of the investigation results with recommendations as to the disposition of the issue, and
- Disclose results to law enforcement agencies if warranted by the nature of the violation,
- Ensure a complete resolution of the event in a timely manner.
The board of directors has an explicit obligation to set the moral tone of the Mobile Estates Association organization. The board usually accomplishes this by assigning explicit responsibilities to the President, who will establish and communicate this Code-of-Conduct and expected standards to a specific member(s) of the staff – generally the President and/or his/her designate – as well as to every single person in the organization. Staff members are obliged to report breaches – the assigned Ethics/Compliance Officer is responsible to investigate, resolve and close each incident. Each person on the Leadership Team of the Board of Directors and all others has explicit responsibilities for recognizing, reporting, and otherwise responding to such issues.
Disciplinary Measures are addressed separately.