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Board Meeting of CCH – Colorado Coalition for the Homeless – February 2017

February 3, 2017


AGENDA

BOARD OF DIRECTORS MEETING

2111 Champa Street,   Second Floor Conference Room  Thursday, February 2, 2017

4:00 – 6:00 pm.   Call in info: 303.291.6940 Bridge #9596

 4:00 – 4:05         I. Approval of January Minutes

 4:05 – 4:20        II.  Executive Committee Report –                                              Jay

 4:20 – 4:40        III.  Finance Report –                                                                      Virginia  

  • December 2016 Financials

 4:40 – 4:50         IV.  Consumer Advisory Board Report –                                    Lori Malone

4:50 – 5:00           V.  Resource Development Report –                                          Jynx

 5:00 – 5:20         VI.  HRSA Site Visit – Update 19 Program Requirements – Louise

 5:20 – 5:30         VII.  Program Committee Report –                                              Charles

 5:30 – 5:40        VIII.  President’s Report –                                                                John

 5:40 – 5:50          IX.  Renaissance Housing Development Corp. Report –       John

Please find attached the February agenda and minutes from our last meeting, along with the Decembers Financials.  For a more up to date reporting, the Resource Development report will be distributed at the meeting on Thurs., February 2nd in the 2nd Floor Conference Room of 2111 Champa St at 4 p.m.

 

Also attached is the newly revised, and approved, Standard of Conduct & Conflict of Interest Policy. Please take another moment to review as you will be asked to sign and submit a copy of Exhibit A and B for annual reporting at the close of our meeting.   

Chair: Virginia Berkeley

Recorder: Tristzette Morton

Present: Virginia Berkeley, Darrell Brown, *Jennifer Bettridge, Norm Hagland, *Tanger Jones, Laray Kraeplin, *Randle Loeb, *Jynx Messacar, *Charles Savage, Jim Winston

Absent: Chris Bates, Patience Crowder, James Davis, Sana Hamlin, T.R. Reid, Leanne Wheeler,

Staff Attending: Cathy Alderman, Louise Boris, Stan Eilert, Meg Mullen, John Parvensky, Pete Stoller, *Bill Windsor

Meeting brought to order at 4:02 p.m. AGENDA ITEMS:

Approval of Minutes

Minutes from the December, 2016 meeting were reviewed.  Norm Hagland motioned to accept the minutes.It was seconded by Laray Kraeplin.  All were in favor; motion carried.

 

  • Executive Committee Report – Virginia Berkeley

Board Elections

Virginia motioned to accept the nomination of Kathy Kaley as a member of the Board of Directors. It was seconded by Randle Loeb. All were in favor; motion carried.  

Jynx Messacar motioned to accept the nomination of Joel Neckers as a member of the Board of Directors.  It was seconded by Virginia. All were in favor; motion carried.  

 

  • Finance Report – Virginia Berkeley and Pete Stoller

(Refer to Finance Committee handouts for details.)

November Financial Statements

The November Financial Statements were reviewed. Increase in Net Assets for ten months ended November 30, 2016 was $3,188,756 as compared to a budgeted gain of $285,536. This variance was due in part to a decrease in health care expenses vs. budget of $2.8M; and an increase in housing development revenue vs budget of $1.6M. 

Medicaid/care revenue was $11.06M through November, under budget by ($19K). 

Contribution revenue is $1.26M through November, over budget by $294K.

Realized gain of $420k from the sale of Garfield property in March.

Recognition of $+801K of SIB revenue through November for Jan-Dec program services.

Recognition in August of $950k for Colorado DOLA funding received for Downtown Lofts, corresponding expense to be recognized when this funding is spent.

The balance on the line of credit in November increased to $1.5M; funds being moved to/from LOC as needed. Pete Stoller explained that as of the end of December it was $500,000, which he plans to pay down to zero in the coming days.

Peter Stoller states CCH’s cash position is good.

John discussed the early exit and assignment of Enterprise’s partnership interest transferring to CCH for Civic Center Apartments effective December 31st.  There was a detailed discussion of the financial impact of the transfer of assets and liabilities and its affect to the CCH audit.  Along with the factors for the year end increase to the financials. 

2017 Operating Budget Presentation

Virginia reminded the Board that the draft budget was distributed and reviewed at the December Board of Director’s meeting.

John led a robust discussion regarding the increased line items on the 2017 budget. (Refer to the 2017 vs 2016 Budgeted FTE Comparison handout for details.)

John also discussed the expiration of the Tax Credits and the request to exit early during the finance presentation.

The Finance Committee has reviewed the final 2017 Operating Budget and comes to the full Board as a seconded motion for approval.  After a fair amount of discussion and clarification, the budget was approved.

Virginia gave kudos to Pete and the Accounting staff for making the process much more intuitive for both the Staff and Board of Directors.

 

  • Adhoc Governance Committee Update- Virginia Berkeley

 

(Refer to the original and suggested revision handout for details.)

The draft revisions to the Articles of Incorporation, the Bylaws and the Standard of Conduct & Conflict of Interest Policy previously distributed were reviewed by members and several suggestions have been made. Most were categorized as clarification, amplification, or the correction of typos. Substantive changes are as follows:

Proposed Articles of Incorporation Amendments

In the Articles of Incorporation, the addition to Article III include a 5th item: to engage in such other charitable activities as determined by the Board of Directors from time to time.

Added to Article VII: Allow for a different principal location within Colorado.

Virginia, acting as Chair of the Adhoc Committee, agreed to strike the suggested deletion of the last sentence of Article IX since this sentence is directly from the Nonprofit Act.

Jim Winston motioned to accept the revisions to the Articles of Incorporation as recommended by the Adhoc Committee. It was seconded by Darrell Brown. All were in favor; motion carried.

Proposed Bylaw Amendments

In the Bylaws under Article III, there was a sentence added to clarify the President and CEO serving as a non-voting ex officio member of the board.

Under Article VI, clarity was made giving the Board of Directors, where permitted by law, authority to delegate to the Finance & Audit Committee.

Darrell Brown motioned to accept the revisions to the Bylaws as recommended by the Adhoc Committee. It was seconded by Tanger Jones (TJ). All were in favor; motion carried.

Proposed Standards of Conduct & Conflict of Interest Policy Amendment

Added to the Standards of Conduct & Conflict of Interest Policy, section III. Standards of Managing Conflicts of Interest, under C Affirmative Disclosure Requirements was the sentence: It is acknowledged that a Board member, officer, employee, or contractor may also be a client of the Coalition. A client relationship with the Coalition is exempt from annual reporting requirements.

Darrell Brown motioned to accept the revisions to the Conflict of Interest Policy as recommended by the Adhoc Committee. It was seconded by Laray Kraeplin. All were in favor; motion carried

It was suggested by several directors that an outside counsel review the revised corporate documents once approved.

The Adhoc Committee has also tasked each CCH committee Chair to create or update their Charter and present, for Board approval, by mid-year.  

 

  • Resource Development Report – Meg Mullen

 

(Refer to Resource Development Report to the Board handout for details.)

Meg Mullen reported that resource development efforts during 2016 resulted in charitable gifts and grants totaling $4,060,329, representing 135% of the charitable goal for the year. The total included $275,000 in pledges payable during 2017 and $250,000 in new projects not part of the approved 2016 budget. Net charitable support of the Coalition’s 2016 budget was $3,535,329.

Meg informed the Board that totals include multiyear pledges booked in 2016 with $275,000 in payments due in 2017.  

John gave thanks to Meg and her staff, along with Jynx Messacar and the volunteer committee for the phenomenal discretionary fundraising this year. From those outstanding efforts, a new Major Gifts Officers has been added to the team.    

 

  • Consumer Advisory Board Report – Tanger Jones (TJ)   

 

(Refer to CAB minutes for details.)

TJ gave a brief update from the last meeting which included Jill Gulotta from Education and Advocacy who held a discussion around the multiple street Sweeps which opened the floor for members to share their stories of homelessness.  TJ mention the Soup for the Soul went well, and the elections of Officers and 2017 goals are slated for the February agenda.

 

  • Program Committee Report – Charles Savage

 

(Refer to Program Committee minutes for details.)

The committee received the annual Residential Services and Permanent Supportive Housing presentation from Laural Radmore, Director of Residential Services who began with a brief overview of the wrap- around support services provided to approximately 530 clients in multiple programs; both permanent and transitional. The informal presentation, and discussion, included five areas believed to lift people from poverty; education, health (physical and mental), social connectivity, financial responsibility, and housing stability.  

Laural also shared a couple of Beacon Place success stories with the committee.  Beacon Place is a community living facility that is staffed 24 hours, has 81 mixed use beds, and provides 3 meals a day to its program participants.  

 

  • President’s Report – John Parvensky

 

John shared with the committee the Colorado Coalition for the Homeless nomination and subsequent Award of the Martin Luther King Humanitarian Award submitted by Evan Abbott, member of the Program Committee. CCH was among six nominees.  John will accept the award on behalf of the Coalition Tuesday, Jan. 10th at 6PM at the 2017 Dr. Martin Luther King, Jr. Humanitarian Awards & Concert featuring the Colorado Symphony Orchestra. An invitation to attend was extended to the Board.

John lead a robust discussion regarding the development of our relationship with Northern Trust, the need for Bridge housing, Respite care and administrative space.  Among that discussion was the ability to utilize the $50 million-dollar New Market Tax Credit allocation shared among financial institutes. John explained, and cautioned that the New Architect Credits aren’t as valuable as Low Income Tax Credits are; New Market Credits are only 5 years at a rate of 4 percent, with a 7-year deployment.

Included in the Bridge housing discussion, John reported the owner of a 47 unit, motel on West Colfax approached CCH about acquiring the property.  Currently, CCH is spending an average of $200 – 300 week for temporary housing for a number of individuals in private motels throughout city.

John and Louise met with Colorado Access regarding a teaming agreement for the Regional Accountable Entity (RAE) application. John discussed the process and what that means to CCH regarding the care coordination responsibility.  

 

  • Renaissance Housing Development Corp – John Parvensky

 

Downtown Lofts Update

Downtown Renaissance Loft (RDL) project is moving along and on track for completion despite the cold weather over the last few weeks.

 

  • Other Business

 

The meeting ended at 5:59PM by Virginia Berkeley. The next CCH Board of Directors meeting is scheduled for February 2, 2017 at 2111 Champa St, 2nd FLR Conference Room.

CONFLICT OF INTEREST POLICY

 

  • Statement of Purpose

 

 

The Colorado Coalition for the Homeless (“Coalition”) is organized and operated exclusively for charitable purposes under the Colorado Nonprofit Corporations Act and within the meaning of Section 501(c)(3) of the Internal Revenue Code (“Code”), as amended.

 

The Coalition and its Board members, officers, employees, contractors, and agents, have a responsibility to Coalition’s clients, Federal and State governments, other Coalition funders, and the communities served by Coalition to conduct themselves prudently, responsibly, in furtherance of, and consistent with, Coalition’s charitable purposes and non­ profit, tax-exempt status, and in the best interests of Coalition’s clients.

 

To promote and help ensure appropriate conduct, the primary purpose of these Standards of Conduct is to provide safeguards to prevent Coalition Board members, officers, employees, contractors, and agents of Coalition from:

 

Using their position for purposes that are, or give the appearance of being, motivated by a desire for personal, private, financial, or other gain for themselves or others, such as those with whom they have family, business or other ties; and

 

Violating their fiduciary and/or contractual duties, if any, to the Coalition by inappropriately disclosing confidential information about the Coalition.

 

These Standards of Conduct are intended to be consistent with the Coalition’s Bylaws and applicable Federal, State, and local law.  In conducting any and all activities, Board members (including non-voting members of the Board), other individuals who may be authorized to be present at Board meetings, officers, employees, contractors, and agents of the Coalition must comply with these Standards of Conduct.

 

 

  • General Responsibilities

 

 

The Board of Directors of the Coalition recognizes the paramount importance of maintaining the Coalition’s reputation for integrity that includes, but is not limited to, assuring compliance with applicable Federal, State, and local laws and regulations, as well as fulfilling contractual obligations.

    1. Individual Responsibility

 

Every Board member, officer, employee, contractor, or agent of the Coalition is responsible for ensuring that his or her conduct is consistent with these Standards of Conduct, with the Coalition’s policies and procedures, and with generally accepted standards of professionalism, courtesy, and respect. Furthermore, Coalition Board members, officers,

and employees in supervisory positions must assume, and are charged with, responsibility for ensuring that the conduct of everyone they supervise (including contractor personnel) complies with these Standards of Conduct.

 

Board members, officers, employees, contractors, and agents of the Coalition must strive to make decisions fairly and objectively with the best interests of Coalition in mind.  As the Coalition is a U.S. Department of Health and Human Services (“DHHS”) grantee, these Standards for Managing Conflicts of Interest are also necessary to comply with DHHS regulations found at 45 CFR § 74.42.

 

  1. Standards for Managing Conflicts of lnterest

 

 

  • Definitions

 

 

      1. Interest.  A person has an “Interest” if he or she has, directly, or indirectly through an immediate family member:

 

a business relationship (e.g., an actual or forthcoming contractual or employment compensation arrangement) with: (1) the Coalition; (2) an entity with which the Coalition has entered (or is negotiating to enter) a transaction or arrangement; or (3) an entity that is a competitor or potential – competitor of the Coalition;

 

a financial relationship (e.g., a controlling or material ownership, or investment interest) with: (1) an entity with which the Coalition has entered (or is negotiating to enter) a transaction or arrangement; or (2) an entity that is a competitor or potential competitor of the Coalition;

 

a fiduciary relationship ( e.g., board member, director, trustee, or officer) with: (1) an entity with which the Coalition has entered (or is negotiating to enter) a transaction or arrangement; (2) an entity that is a competitor or potential competitor of the Coalition; or

 

a personal relationship with an individual who has a business, financial, or fiduciary relationship as defined above.

 

Any interest in a company through publicly-traded stocks, bonds, or mutual funds available to the general public shall not constitute an Interest, provided the ownership or investment interest is less than one percent of the company’s shares.

 

A personal relationship means a relationship based on family, friendship, or romance.

 

  1. Conflict of lnterest.  A “conflict of interest” arises whenever the Interest of a person competes with or has the potential to compete with the best interests of the Coalition.  A conflict is presumed to exist if a person with an Interest is in a position to control or influence a transaction, a policy or a business decision of the Coalition.

 

  • General Prohibition

 

 

No Board member, officer, employee, or agent shall participate in the Coalition’s selection, award, or administration of any contract or grant when a real or apparent conflict of interest is involved.

 

 

  • Affirmative Disclosure Requirements

 

 

It is the policy of the Coalition that Interests shall be fully disclosed by any individual regardless of whether a conflict of interest is determined to exist.

 

    1. Annual Disclosures.  The Coalition requires that all Board members, officers, employees, contractors or agents, as well as candidates for Board membership, disclose in writing (and update at least annually):
      1. all Interests described in Section III.A which may create an actual or potential conflict of interest, and

 

      1. where applicable, provide a statement suggesting how such conflict could be avoided or mitigated.

 

In order to facilitate such full disclosure, the Coalition requires Board members, officers, employees, contractors, or agents to annually complete the Disclosure Form attached as Exhibit A.  Completion of a Disclosure Form does not relieve individuals of the obligation to comply with these Standards of Conduct with regard to disclosure of Interests that may occur after the filing of the Disclosure Form (e.g., with respect to a particular transaction).

 

It is acknowledged that a Board member, officer, employee or contractor may also be a client of the Coalition. A client relationship with the Coalition is exempt from the annual reporting requirement.

 

  1.   Additional Interests.  The Coalition requires all Board members, officers, employees, contractors, or agents to disclose additional Interests that

arise after the filing of the Disclosure Form.

 

Members of the Board of Directors shall make disclosures to the Chair of the Board of Directors.  If the Chair has such an Interest, he or she must make disclosure to the Vice Chair, respectively, who will, in tum, be responsible for advising the Board.

 

The President and Chief Executive Officer shall make disclosures to the Chair of the Board who will, in tum, be responsible for advising the Board of such disclosure.

 

Employees, contractors, and agents shall make disclosures in writing to the President and Chief Executive Officer.

 

 

  • Determining Whether a Conflict of Interest Exists

 

 

In the case of a potentially conflicted person who is a Board member (including the CEO), that Person may make a presentation to the Board regarding whether he or she has a conflict, and may respond to related questions from the Board.  However, after such presentation, he or she shall leave the meeting during any discussion or vote with respect to whether or not a conflict of interest exists. If such conflict is determined by the Board to exist, that Person shall be available to answer any subsequent Board questions, however he or she shall leave the meeting during the period of any final discussion , and vote in connection with  such transaction, policy, or business decision of the Coalition.

 

 

  • Procedures for Addressing the Conflict of Interest

 

 

    1. Procurement.  If the conflict involves Coalition procurement, the process shall be conducted in accordance with the Coalition’s Procurement Policy.

 

    1. Alternative Arrangements.  In other instances, the Board shall, as it may deem appropriate, appoint the CEO to investigate alternatives to the proposed transaction or arrangement and make recommendations.  After exercising due diligence, the Board or CEO, as applicable, shall determine whether the Coalition can obtain an equivalent transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

 

    1. Coalition’s Best Interests.  If a transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or CEO, as applicable, shall determine (if Board, then by a majority vote of the disinterested Board members) whether, notwithstanding the conflict of interest, the transaction or arrangement is in the Coalition’s best interest, for its own benefit  and whether the transaction is fair and reasonable to Coalition such that it would constitute an “arms-:length” transaction (and be consistent with 45

C.F.R. Part 74 standards).

 

    1. Pervasive Conflicts of lnterest.  In circumstances where there are material, continuing, or pervasive conflicts of interest, an individual may be required by the Board of the Coalition or the CEO, as applicable, to withdraw from his or her position with Coalition unless the individual, family member, or business associate chooses to disassociate from the outside position that causes the conflict.

 

 

  • Violations of the Standards of Managing Conflicts of Interest

 

 

If the Board or CEO, as applicable, has reasonable cause to believe that a person has failed to disclose an Interest, the person shall be informed of the basis for such belief and afforded an opportunity to explain the alleged failure to disclose.

 

If, after hearing the response of the individual who failed to disclose an Interest, and making such further investigation as may be warranted in the circumstances, the Board or CEO determines that the individual has in fact failed to disclose an Interest in accordance with Section III.C, appropriate corrective and/or disciplinary action shall be taken,

up to and including termination.

 

 

  • Records of Proceedings

 

 

The minutes of the Board and all committees with Board-delegated powers and those records as determined by the CEO shall contain:

 

    1. Conflicts of Interest.  The names of the person who disclosed or otherwise were found to have an Interest in connection with an actual or potential conflict of interest and the nature of the Interest; any action taken to determine whether a conflict of interest was present; and the Board or CEO’s decision, as applicable, as to whether a conflict of interest in fact existed.
    2. Management of Conflicts. For transactions where a conflict of interest has been disclosed or otherwise found to exist, the names of the persons who were present for discussions and votes relating to the transaction or arrangement, and the names of the persons who recused themselves; the content of the discussion, including any alternatives to the proposed transaction or arrangement or the Coalition’s best interest; and a record of any votes taken in connection therewith.

H. Supplemental Income

 

The CEO and all officers must disclose to the Chair of the Board, in writing, any specifics of any plans to accept supplemental outside employment so that the Coalition may determine whether such outside employment or consultancy conflicts, or has the potential or appearance for conflicting, with the interests of the Coalition.  The Coalition’s prior approval of such outside employment or consultancy is required.

 

Each staff member shall inform Human Resources and their supervisor regarding any outside employment from any organization providing housing, health care or supportive services, or otherwise providing similar services to the Coalition. Human Resources shall determine whether any real or apparent conflict of interest would be created by such employment and shall ensure that appropriate malpractice liability insurance is in place to cover the employee and the Coalition from such employment.

 

I. Compensation

 

The Coalition will not compensate members of the Board of Directors for services rendered in the ordinary course of service as members of the Board of Directors.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.  Compensation shall not include, however, reimbursements by Coalition to Board members for reasonable expenses actually incurred by reason of their participation in Board activities or their performance of Board duties, e.g., travel expenses, training/conference fees, and incidentals, provided such reimbursements extend solely to the individual Board member’s expenses, are within the limits of available funds, and are consistent with any other requirements prescribed by the Coalition Board.

 

Under no circumstances will the Coalition consider contracting with a Board member (or any member of his or her immediate family, or his or her business associate, or an organization which employs or is about to employ him or her) for the performance of services.

 

J. Absolute Prohibition Against Certain Gifts/Gratuities

 

No Board member, officer, employee, contractor, or agent of Coalition may solicit or accept gifts, gratuities, favors, or anything of value from contractors or potential contractors of Coalition, or from parties or potential parties to sub-agreements (e.g., subcontracts and sub-grants).

 

A “gift” means anything offered directly by or on behalf of a contractor or potential contractor, other than promotional materials of little or nominal value such as pens, calendars, mugs, and other items intended for wide distribution and not easily resold.  Gifts include (but are not limited to):  personal gifts, such as sporting goods, household furnishings and liquor, personal loans or privileges to obtain discounted merchandise, and the like.

 

Every Coalition Board member, officer, employee, contractor, and agent will decline or return any gift and notify the Chief Executive Officer of such gift.

 

Such prohibition shall not preclude acceptance of scholarships, conference registration, travel reimbursement, or social entertainment or tickets to sporting events where the employee or Board member represents the Coalition.  Employees or Board members shall disclose to the Board Chair or CEO the receipt of such items and the Chair or CEO shall make a determination that acceptance is in the best interests of the Coalition and does not represent a conflict of interest.

 

Notwithstanding the provisions of Section VII.B below, the Coalition will immediately dismiss any employee, remove any officer or Board member, and terminate the contract of any contractor/agent found to have offered or accepted a bribe to secure funding or other benefits from Coalition.

 

  1. Periodic Compliance Reviews

 

To ensure that the Coalition operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews must be conducted by the CEO or compliance officer, as applicable, and presented to the Board of Directors.   The periodic reviews shall, at a minimum, cover the following aspects:

 

Whether compensation arrangements and benefits are reasonable; and

 

Whether contracts, partnership and joint  venture arrangements, and other types of arrangements conform to the Corporation’s written policies, are set forth in legally sound agreements, reflect reasonable payments for goods and services, further the Corporation’s charitable purposes,  and do not result in private inurement or impermissible private benefit.

 

  1. Use of Outside Experts

 

In conducting the periodic reviews provided for in Section K, the CEO or Compliance Officer may, but need not, use outside advisor.

 

The use of outside advisors shall not relieve the Board of its responsibility  for ensuring that periodic reviews are conducted and presented to the Board and for approving the Coalition’s salary and wage benefit scales as required by 42 C.F.R. § 51c.304(d)(3)(ii).

 

IV. Procurement Standards

 

The Coalition has adopted a Procurement Policy that governs the Coalition’s procurements. As stated in the Procurement Policy, it is the policy of the Coalition to conduct all procurement transactions in a manner to provide, to the maximum extent, practical, open, and free competition. Other important procurement considerations include the following:

 

The Coalition will be sensitive to, and seek to avoid, organizational conflicts of interest or non-competitive practices among contractors. Consultants who want to bid for a contract from the Coalition are prohibited from drafting the contract’s specifications, requests for proposals, and the like.

 

Awards will be made to the bidder whose bid is responsive to the solicitation and most advantageous to the Coalition, in terms of price, quality, and other factors.  The Coalition retains the right to reject any and all bids or offers when it is in the Coalition’s interest to do so.

 

 

  • Confidential Information

 

 

    1. General Prohibition

 

Board members, officers, employees, contractors, agents, and other individuals may acquire confidential or proprietary information by virtue of their affiliation with Coalition or by virtue of attending a Board or Committee meeting.  Confidential or proprietary information may not be: (1) disclosed outside of Coalition without appropriate authorization from the Board (for Board members, other individuals who may be authorized to be present at Board meetings, and officers) or from the Chief Executive Officer (for employees, contractors, or agents); or (2) used for personal gain or for the benefit of a third party.

 

In addition, Board members, officers, employees, contractors, agents, and other individuals who may acquire confidential or proprietary information by virtue of their affiliation with the Coalition or by virtue of attending a Board or Committee meeting are expected to exercise reasonable care to avoid the inadvertent disclosure of confidential information and will be bound by (and required to comply with) the confidentiality provisions contained in agreements executed between the Coalition and other organizations. Board members, officers, employees, contractors, agents, and other individuals who may acquire confidential or proprietary information by virtue of their affiliation with the Coalition shall be required to maintain the confidentiality of the Coalition’s information, patient health data, and risk management, quality improvement, and human resources activities, consistent with this Confidentiality Policy indefinitely after their term of Board membership, office, employment, contract, or other affiliation with Coalition ends.

 

B. Definition of Confidential or Proprietary Information

 

The term “confidential or proprietary information” shall mean any and all information (whether written, oral, or contained on audio tapes, video tapes or computer operation, and/or financial condition of the Coalition. All information communicated at executive sessions or other closed sessions of the Board of Directors is confidential and proprietary information.  In addition, the Board of Directors or Chief Executive Officer may determine that other information, including information shared in Board of Directors’ meetings and committee meetings, is confidential or proprietary on a case­

by-case basis.

 

C. Confidentiality Agreement

 

Every Board member, officer, employee, contractor, agent, or other individual who may acquire confidential or proprietary information by virtue of their affiliation with

the Coalition or by virtue of attending a Board or Committee meeting shall be required to sign a Confidentiality Agreement in the form attached hereto as Exhibit B, or in such other form as the Coalition Board may adopt, whereby such individual expressly agrees to comply with Coalition’s confidentiality policies set forth herein.

 

  1. Political Activities and Lobbying

 

 

  • Political Activities

 

 

No employee, contractor, or agent to the Coalition may engage in political campaign activities (typically involving election for public office) while at work during business hours.  No Board member, officer, employee, contractor, or agent may use the Coalition’s name, facility, or any resources in connection with political campaign activities.

 

Board members, officers, employees, contractors, and agents may not engage in conduct that indicates that the Coalition supports any political party or candidate. No Board member, officer, employee, contractor, or agent will, in any manner, solicit financial assistance or subscription for any political party, candidate, fund, publication, or for any other political purpose from Coalition employees in the workplace or otherwise in an employment-related setting.

 

  1. Lobbying

 

No Federal grant or related funds may be used to support the costs of lobbying activities as defined variously in OMB Circular A-122, DHHS rules implementing the Byrd Amendment and DHHS appropriations riders.  Lobbying is generally defined as a communication (written or oral) that is an attempt to influence (for or against) specific legislation including appropriations.  No lobbying activities will be conducted by Board members, officers, employees, contractors, or agents, on behalf of Coalition, without the prior written approval of the Board of Directors or the Chief Executive Officer.

 

  1. Violations of  Standards  of  Conduct

 

 

  • Reporting of Suspected Violations

 

 

I .   Employees.  Employees should promptly report concerns regarding compliance with these Standards of Conduct.  Such a report should normally be made initially through standard management channels, beginning with the employee’s immediate supervisor.  Alternatively, employees may make such report to the Compliance Officer.  Such reports may be made confidentially, and even anonymously; however, the Coalition cannot guarantee anonymity.  Raising such concerns is a service to Coalition and will not jeopardize the terms and conditions of the reporting individual.  All employees must cooperate fully in the investigation of any alleged misconduct.  Any employee who makes intentionally false accusations regarding a compliance concern is subject to discipline by Coalition including, but not limited to, suspension or termination from employment, in addition to legal penalties that may apply.

 

    1. Others.  Other individuals should promptly report suspected violations of Standards of Conduct to the Chief Executive Officer or Compliance Officer.  If an individual has reason to believe that the Chief Executive Officer has violated the Standards of Conduct, notice should be given to the Chair of the Board of Directors.

 

 

  • Consequences of Violations

 

 

I .   Board Members and Officers.  Board members and officers who violate these standards may, depending on the severity of the violation, be subject to admonishment or removal from the Board, in addition to legal penalties that may apply.  The Coalition reserves the right to pursue whatever legal remedies may be available to address violations.

 

  1. Employees, Contractors, and Agents.  Employees, contractors, or agents who violate these standards may, depending on the severity of the violation, be subject to oral admonishment, written reprimand, reassignment, demotion, suspension, or separation, in addition to legal penalties that may apply.

 


STATEMENT OF PURPOSE:

 

As a Board member, officer, employee, contractor, or agent of Coalition, I understand that I owe certain duties to the Coalition including, but not limited to, a duty of loyalty to Coalition.  I understand that one aspect of fulfilling my duties to the Coalition is to avoid actual or potential conflicts of interest where my allegiance might be divided, or appear to be divided, between a position of responsibility to the Coalition, and another professional, personal, business, or volunteer position or responsibility.

 

To help avoid actual or potential conflicts of interest, I am disclosing other responsibilities and affiliations that may create or appear to create a conflict with regard to my duties to the Coalition. I invite any further inquiry by the Coalition that it deems appropriate.

 

AGREEMENT AND DISCLOSURE:

 

I have read Coalition’s Standards of Conduct and agree to comply with the terms of the policy.  I understand the definition of Interests in Section III.A. of the Standards of Conduct and agree to supplement this Disclosure Form in the event of additional Interests that arise.

 

    1. Disclosure of business relationships (e.g., an actual or forthcoming compensation arrangement either by contract or employment) with: (1) the Coalition; (2) an entity with which the Coalition has entered (or is negotiating to enter) a transaction or arrangement; or (3) an entity that is a competitor or potential competitor of the Coalition:

 

    1. Disclosure of financial relationships (e.g., a controlling or material ownership, or investment interest) with: (1) an entity with which the

Coalition has entered (or is negotiating to enter) a transaction or arrangement; or (2) an entity that is a competitor or potential competitor of the Coalition:

 

 


  1. Disclosure of fiduciary relationships (e.g., board member, director, trustee, or officer) with: (1) an entity with which the Coalition has entered (or is negotiating to enter) a transaction or arrangement; or (2) an entity that is a competitor or potential competitor of the Coalition:

 

 

  1. Disclosure of personal relationships with an individual who has a business, financial, or fiduciary relationship:

 

  1. Suggested means of mitigating any of the situations identified in Items 1 through 5 above:

 

 

  1. I know of no professional, business, or volunteer position or responsibility, including vendor situations that might give rise to an actual or apparent conflict of interest or otherwise impair my ability to make decisions in the best interests of the Coalition.

 

 

Signature –  MOI Date February 2017
Position with the Coalition   Boards Member – formerly  homeless person

CAB  –  Community Advocacy Council member

resident caretaker of Logan Studios 1480 Logan Street Apt. 219

member of the Housing Advisory Committee

Community member of Capitol Hill United Neighborhoods

First Unitarian Church of Denver member

Commissioner on Denver’s Road Home Mayor’s Commission to End Homelessness

 

Chaplain and pastoral counselor  writer and founder of the People’s Advocacy Council.

 “Nothing About Us Without Us” 

 

 

 


 

I have reviewed Coalition’s Confidentiality Policy and agree to comply with the policies stated therein.

 

Name (printed) Date

Name (signed)

 

 

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