OBSERVATORY HILL INCORPORATED

CONDUCT POLICY FOR BOARD MEMBERS

Code of Conduct

Observatory Hill Incorporated, (OHI) has adopted the following Code of Conduct that all Board

members, agree to adhere to by signing below:

1.) Prohibition Against Private Inurement and Procedures for Managing Conflicts of Interest

No member of the Board of Directors shall derive any personal profit or gain, directly or indirectly, by

reason of his or her service as a Board member with the Observatory Hill Incorporated, Members of the

Board shall conduct their personal affairs in such a manner as to avoid any possible conflict of interest

with their duties and responsibilities as members of the Board. Nevertheless, conflicts may arise from

time to time.

a) When there is a decision to be made or an action to be approved that will result in a conflict between

the best interests of Observatory Hill Incorporated, and the Board member’s personal interests, the

Board member has a duty to immediately disclose the conflict of interest so that the rest of the board’s

decision making will be informed about the conflict.

b) It is every Board member’s obligation, in accordance with this policy, to ensure that decisions made

by the Board reflect independent thinking. Consequently, in the event that any Board member receives

compensation from Observatory Hill Incorporated, such compensation will be determined by and

approved by the full Board in advance.

c) Any conflicts of interest, including, but not limited to financial interests, on the part of any Board

Member, shall be disclosed to the Board when the matter that reflects a conflict of interest becomes a

matter of Board action, and through an annual procedure for all Board members to disclose conflicts of

interest.

d) Any Board Member having a conflict of interest shall not vote or use his or her personal influence to

address the matter, and he or she shall not be counted in determining the quorum for the meeting.

e) All conflicts disclosed to the Board will be made a matter of record in the minutes of the meeting in

which the disclosure was made, which shall also note that the Board member with a conflict abstained

from the vote [and was not present for any discussion, as applicable] and was not included in the count

for the quorum of the meeting.

a) Any new Board member will be advised of this policy during board orientation and all Board members

will be reminded of the Board Member Code of Conduct and the procedures for disclosure of conflicts

and for managing conflicts on a regular basis, at least once a year.

b) This policy shall also apply to any Board member’s immediate family or any person acting on his or

her behalf.

2. NON-DISCRIMINATION POLICY

Observatory Hill Incorporated, does not and shall not discriminate on the basis of race, color, religion,

creed, gender, gender expression, age, national origin, ancestry, disability, marital status, sexual

orientation, or military status, in any of its activities or operations. These activities include, but are not

limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We

are committed to providing an inclusive and welcoming environment for all members of our community,

including staff, clients, volunteers, subcontractors, vendors, and clients.

3. Prohibition Against Harassment

HARASSMENT POLICY

Harassment based on race, color, religion, creed, gender, gender expression, age, national origin,

ancestry, disability, marital status, sexual orientation, or military status is unlawful. It is and has been the

policy of Observatory Hill Incorporated, (OHI) that such harassment of or by its Board members,

members, employees, supervisors, volunteers, visitors, clients or contractors has no place and will not

be tolerated by the corporation. It is the intent of this Policy to ensure that all persons affiliated with

OHI are aware of its policy against unlawful harassment and that adequate grievance procedures are in

effect to facilitate prompt reporting of specific acts of harassment that may occur in the scope of the

operations of the corporation and that prompt action is taken on all complaints that are made.

Sexual Harassment Defined

Sexual harassment can take many different forms and may consist of unwelcome sexual advances,

request for sexual favors, and other verbal or physical conduct of a sexual nature when

(1) Submission is a term or condition of employment or other benefits of the corporation, or

(2) A person’s submission to or rejection of the harassing conduct is considered when making decisions affecting

his or her employment or other benefits of the corporation, or

(3) The conduct is intended to or does unreasonably interfere with the person’s work performance or other

organizational activity or creates an intimidating, hostile or offensive working environment or other organizational

environment.

The types of behaviors that constitute sexual harassment may include, but are not limited to:

- Unwelcome sexual flirtations, advances or propositions;

- Derogatory, vulgar, or graphic written or oral statements regarding one’s sexuality, gender or sexual

experience;

- Unnecessary touching, patting, pinching or attention to an individual’s body;

- Physical assault;

- Unwanted sexual compliments, innuendoes, suggestions or jokes; or

- The display of sexually suggestive pictures or objects.

The definition of sexual harassment includes any of the above misconduct occurring between members o the

opposite sex (i.e., male-on-female or female-on-male harassment) as well as members of the same sex (i.e., male-

on-male or female-on-female harassment).

Complaint Procedure

If any person has observed or been the victim of conduct that constitutes harassment prohibited by this

policy, the following steps should be taken:

1. A report should be filed with the Board President, who shall see that it is reduced to a writing confirmed by the

signature of the Complaint. The report shall include a factual description of the conduct. All complaints of

prohibited harassment will be investigated promptly and confidentially to the extent possible.

2. If, after a discussion with the individual who filed the report, it is found to constitute a credible report of

conduct that constitutes prohibited harassment, the Board President or his/her designee shall conduct a thorough

investigation which shall include meeting with the individual against whom the complaint is filed as well as

interviews with other persons who may have knowledge of the relevant facts. If, at the conclusion of that

investigation, the Board President determines that prohibited behavior did occur, he/she shall take appropriate

remedial action, which may include terminating the position of the individual who violated this policy.

3. If the Board President is the individual against whom the complaint of harassment is filed, then that individual’s

responsibilities as set forth in Paragraphs 1 and 2 above shall be assumed by the Vice President of the board of

Directors, who shall designate someone other than the Board President to investigate the allegation.

4. There will be no discrimination or retaliation against any individual who makes a good faith harassment report,

even if the investigation produces insufficient evidence to support taking action on the complaint. Knowingly false

accusations will be grounds for discipline, however.

5. Investigations shall be conducted confidentially to the extent practicable and appropriate in order to protect the

privacy of persons involved.

4. Active Participation

Board members are expected to exercise the duties and responsibilities of their positions with integrity,

collegiality, and care. This includes:

- Making attendance at all meetings of the Board a high priority.

- Being prepared to discuss the issues and business on the agenda and having read all background

material relevant to the topics at hand.

- Cooperating with and respecting the opinions of fellow Board members, and leaving personal

prejudices out of all Board discussions, as well as supporting actions of the Board even when the

Board member personally did not support the action taken.

- Putting the interests of the organization above personal interests.

- Representing the organization in a positive and supportive manner at all times and in all places.

- Showing respect and courteous conduct in all Board and committee meetings.

- Refraining from intruding on administrative issues that are the responsibility of management,

except to monitor the results and ensure that procedures are consistent with Board policy.

- Observing established lines of communication and directing requests for information or

assistance to the executive director.

5. Confidentiality

Board members are reminded that confidential financial, personnel and other matters concerning the

organization, donors, staff or clients/consumers may be included in Board materials or discussed from

time to time. Board members should not disclose such confidential information to anyone.

I, ________________________________, recognizing the important responsibility that I am undertaking

in serving as a member of the Board of Directors of Observatory Hill Incorporated, hereby pledge to

carry out in a trustworthy and diligent manner, the duties and obligations associated with my role as a

Board member and abide by the Code of Conduct. I understand that failure to abide by this Code of

Conduct may result in my removal as a Board member, pursuant to the requirements and processes

provided in the organization’s governing documents.

Signature: _____________________________________

Date: _________________________