Policy #424
1. General
This Whistleblower Policy of the New York Civil Liberties Union (the “NYCLU”) applies to directors, officers, employees and volunteers of the NYCLU. The NYCLU requires its directors, officers, employees and volunteers to observe high standards of business and personal ethics, as such personal ethics relate to the organization, in the conduct of their duties and responsibilities. As representatives of the NYCLU, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
This Whistleblower Policy is not the appropriate vehicle for reporting violations of applicable human resources policies, problems with co-workers or managers, or for reporting issues related to alleged employment discrimination or sexual or any other form of unlawful harassment. Directors, officers, employees and, to the extent applicable, volunteers, should also review the current version of the NYCLU’s Employee Manual, as it is specifically tailored to such matters.
The matters that should be reported under this Whistleblower Policy include Violations (as defined below).
2. Reporting Responsibility
It is the responsibility of all directors, officers, employees and volunteers to report in good faith any action or suspected action by or within the NYCLU that is illegal, fraudulent or in violation of any corporate policy adopted in the Organizational Matters Section of the NYCLU Policy Guide (any such action, a “Violation”).
3. Reporting Violations to the Compliance Officer
Questions, concerns, suggestions or complaints regarding Violations should be addressed directly to the NYCLU’s Executive Director, who will serve as the compliance officer, unless the Executive Director has appointed another person to serve as the compliance officer (the “Designee”), in which case such questions, concerns, suggestions or complaints should be addressed directly to the Designee. In the event that the Designee is the subject of a question, concern, suggestion, or complaint under this Whistleblower Policy, all such matters should be addressed to the Executive Director. In the event that the NYCLU’s Executive Director, or a member of the NYCLU’s Board of Directors (the “Board”) is the subject of a question, concern, suggestion or complaint under this Whistleblower Policy, all such matters should be addressed to the President of the Board, who will serve as the alternate compliance officer (such compliance officer or alternate compliance officer, the “Compliance Officer”). In the event that such Compliance Officer is the subject of a question, concern, suggestion or complaint under this Whistleblower Policy, all such matters should be addressed to the Vice President of the Board, who will serve as an alternate compliance officer (in which case references herein to the “Compliance Officer” shall be deemed to include the Vice President of the Board).
Notwithstanding any other provisions herein, in the event that such question, concern, suggestions or complaint relates to corporate accounting practices, internal controls or auditing, all such matters may be addressed to the Chair of the Audit and Oversight Committee (the “Audit Committee”) (in which case references herein to the “Compliance Officer” shall be deemed to include the Chair of the Audit Committee).
See Annex A hereto relating to the Compliance Officer and alternate Compliance Officers.
4. Compliance Officer Responsibility
The Compliance Officer shall immediately advise the Executive Committee of all reported Violations and work with the Executive Committee to investigate all reported Violations until the matter is resolved; provided, however, that the Compliance Officer shall immediately advise the Audit and Oversight Committee (the “Audit Committee”) of all reported Violations regarding corporate accounting practices, internal controls or auditing, and work with the Audit Committee to investigate all such reported Violations until such matter is resolved.
The Compliance Officer is required to report on the resolutions of reported Violations and substantial pending investigations to the Executive Committee at least once per quarter at a regularly scheduled Executive Committee meeting. If the Executive Committee meeting occurs during a meeting of the Board, the Compliance Officer shall report to the Executive Committee in a separate session during which only the members of the Executive Committee are present.
In addition, if the reported Violation relates to corporate accounting practices, internal controls or auditing, the Compliance Officer is required to report on the resolutions of such reported Violations and substantial pending investigations to the Audit Committee at least once per quarter. The Audit Committee shall subsequently inform the Executive Committee about such Violations and substantial investigations.
The Compliance Officer may delegate his or her responsibility to work with the Executive Committee or Audit Committee to investigate a reported Violation, whether relating to corporate accounting practices, internal controls, auditing or otherwise, to one or more employees of the NYCLU or to any other individual, including persons not employed by the NYCLU, selected by the Compliance Officer; provided, however, that the Compliance Officer may not delegate such responsibility to an employee or other individual who is the subject of the reported Violation or in a manner that would compromise either the identity of an employee or other individual who reported the Violation anonymously, or the confidentiality of the complaint or resulting investigation.
5. Accounting and Auditing Matters
The Audit Committee shall address all reported Violations regarding corporate accounting practices, internal controls or auditing. The Compliance Officer shall immediately notify the Audit Committee of any such concern or complaint and work with the Audit Committee until the matter is resolved. Promptly upon receipt, the Audit Committee shall evaluate whether a reported Violation relates to corporate accounting practices, internal controls or auditing, and if so shall promptly determine what professional assistance, if any, it needs in order to conduct an investigation. The Audit Committee may in its sole discretion engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results.
6. Investigations
All reports of Violations will be promptly investigated. The scope, manner and parameters of any investigation of a reported Violation shall be determined by the Executive Committee, or, for reported Violations relating to corporate accounting practices, internal controls and auditing, by the Audit Committee, in each case in its sole discretion, and the NYCLU and its directors, officers, employees and volunteers will cooperate as necessary in connection with any such investigation.
7. No Retaliation
This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the NYCLU prior to seeking resolution outside the NYCLU. No director, officer, employee or volunteer who in good faith reports a Violation shall suffer intimidation, harassment, discrimination, retaliation or, in the case of employees, adverse employment consequence because of such report. Any such person who retaliates against someone who has reported a Violation in good faith may be subject to discipline up to and including termination of employment. Notwithstanding anything contained herein to the contrary, this Whistleblower Policy is not an employment contract and does not modify the employment relationship between the NYCLU and its employees, nor does it change the fact that employees of the NYCLU are employees at will. Nothing contained herein provides any director, officer, employee or volunteer of the NYCLU with any additional rights or causes of action.
8. Acting in Good Faith
Anyone filing a complaint concerning a Violation must act in good faith.
9. Confidentiality
In making a complaint or submission, a director, officer, employee or volunteer may request that such complaint be treated in a confidential manner (including that the NYCLU take reasonable steps to ensure that the identity of the person making the complaint remains anonymous). The NYCLU takes seriously its responsibility to enforce this Whistleblower Policy and therefore encourages any person reporting a Violation to identify him or herself so as to facilitate the resulting investigation. Directors, officers, employees or volunteers may, however, submit complaints on an anonymous basis. Reports of Violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation and comply with the terms of this Whistleblower Policy.
10. Acknowledgement of Receipt of Reported Violations and Corrective Action
The Compliance Officer will notify the person reporting the Violation or suspected Violation and acknowledge receipt thereof within five business days, but only to the extent that such person’s identity is disclosed or a return address is provided. Following investigation, appropriate corrective action will be taken if warranted by the investigation.
11. Records
The Executive Committee or the Audit Committee, as applicable, will retain on a strictly confidential basis for a period of seven years (or otherwise as required under the NYCLU’s record retention policies in effect from time to time) all records relating to any complaint and to the investigation and resolution thereof. All such records are confidential to the Organization and such records will be considered privileged and confidential.
12. Distribution
This Whistleblower Policy is to be distributed to all directors, officers, employees, and to volunteers who provide substantial services, upon commencement of their employment or volunteer work, as applicable, and again after any significant updates or changes to this Whistleblower Policy. Volunteers who provide substantial services are those volunteers who work in one of the NYCLU’s offices on a regular basis or work at other locations and provide comparable services.
Approved 5/28/14
Revised: 10/29/14
Annex A
Compliance Officer and Alternate Officers
Compliance Officer: Executive Director OR Executive Director's Designee:
Alternate Compliance Officer: President of the Board
Alternate Compliance Officer: Vice President of the Board
Alternate Compliance Officer: Audit and Oversight Committee Chair