Code of Ethics & Conduct
Document 3 of the Board Governance Binder
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Code of Ethics & Conduct
Code of Ethics & Conduct
I. Purpose
This Code of Ethics & Conduct establishes the ethical standards and personal conduct expectations for all Directors, Officers, and key employees of PROVENIQ Foundation, Inc. (“the Corporation”). While the Corporation’s Bylaws, Board Constitution, and Conflict of Interest Policy address governance structure and financial conflicts, this Code addresses the broader ethical and behavioral obligations that accompany positions of trust within a public-benefit organization.
II. Scope
This Code applies to all Directors, Officers, the Chief Executive Officer, and any employee designated as a key employee by the Board. Volunteers and contractors in leadership or fiduciary roles may also be required to acknowledge this Code at the discretion of the CEO or Governance & Nominating Committee.
III. Core Ethical Principles
All individuals covered by this Code shall:
- Act with honesty, integrity, and transparency in all dealings on behalf of the Corporation.
- Place the interests of the Corporation and its charitable mission above personal interests, financial gain, or external loyalties.
- Comply with all applicable federal, state, and local laws and regulations.
- Treat all individuals — including staff, volunteers, stakeholders, donors, partners, and members of the public — with dignity, fairness, and respect.
- Protect the Corporation’s assets, reputation, and public trust.
- Avoid any action or omission that could reasonably be expected to bring the Corporation into public disrepute or undermine confidence in its mission.
IV. Morals Clause — Standards of Personal Conduct
Individuals covered by this Code shall not engage in conduct that materially impairs their ability to perform their duties or that damages the Corporation’s reputation, public trust, or relationships with stakeholders. The following conduct, whether occurring in the course of Corporation duties or in an individual’s personal capacity, may constitute a violation of this Code:
| CATEGORY | COVERED CONDUCT |
|---|---|
| Criminal Conduct | Arrest, indictment, or conviction for any felony; arrest, indictment, or conviction for any misdemeanor involving dishonesty, fraud, moral turpitude, violence, or abuse; any criminal conduct involving animals, minors, or vulnerable persons. |
| Financial Misconduct | Personal bankruptcy, tax fraud, or financial misconduct that raises questions about fitness for fiduciary responsibility; misuse or misappropriation of Corporation funds or assets. |
| Harassment & Discrimination | Harassment, bullying, intimidation, or discrimination based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, or any other protected characteristic under federal, state, or local law. |
| Substance Abuse | Substance abuse or impairment that materially interferes with the performance of duties or that occurs during Corporation activities, meetings, or events. |
| Reputational Harm | Public conduct, statements, or social media activity that a reasonable person would view as materially damaging to the Corporation’s reputation, credibility, or public trust; association with organizations or causes whose values are fundamentally incompatible with the Corporation’s charitable mission. |
| Fraud & Dishonesty | Falsification of records, credentials, or representations made to the Corporation, its donors, partners, regulators, or the public; plagiarism or misrepresentation of professional qualifications. |
| Abuse of Position | Use of Board or executive status for personal enrichment, preferential treatment, or undue influence over staff, vendors, or partners; unauthorized commitments on behalf of the Corporation. |
This list is illustrative, not exhaustive. The Board retains discretion to evaluate conduct not specifically listed above that may be inconsistent with the standards of this Code.
V. Duty to Self-Report
Any individual covered by this Code who is arrested, indicted, charged with, or convicted of a criminal offense (felony or misdemeanor, excluding minor traffic infractions) shall notify the Board Chair and Governance & Nominating Committee Chair in writing within five (5) business days. Any individual who becomes aware of a material change in circumstances that could reasonably be expected to affect their fitness for service — including personal financial distress, regulatory actions, or civil litigation related to fraud, dishonesty, or professional misconduct — shall disclose such circumstances promptly.
Failure to self-report is itself a violation of this Code and may be treated as an independent basis for disciplinary action.
VI. Social Media & Public Conduct
Directors and executives are visible representatives of PROVENIQ Foundation. While the Corporation respects the right to personal expression, individuals covered by this Code shall not use personal social media or public platforms to make statements that could reasonably be attributed to the Corporation or that contradict its mission, values, or official positions. This obligation is in addition to and consistent with the Corporation’s Spokesperson & Media Policy.
VII. Reporting Violations
Any person who becomes aware of conduct that may violate this Code shall report the concern through any of the following channels:
- Direct report to the Board Chair.
- Direct report to the Chair of the Governance & Nominating Committee.
- Report through the Corporation’s confidential reporting channel established under the Whistleblower Protection Policy.
Reports involving the CEO shall be directed to the Board Chair or Governance Committee Chair. Reports involving the Board Chair shall be directed to the Vice Chair or Governance Committee Chair. All reports shall be handled with the confidentiality and non-retaliation protections provided under the Corporation’s Whistleblower Protection Policy.
VIII. Investigation & Enforcement
Investigation
Upon receiving a report of a potential Code violation, the Governance & Nominating Committee (or its designee) shall conduct a prompt and fair investigation. The individual who is the subject of the report shall be given written notice of the allegation and a reasonable opportunity to respond before any final determination is made.
Disciplinary Action
If the Governance & Nominating Committee determines that a violation has occurred, it shall recommend appropriate action to the full Board. Disciplinary action may include private reprimand, temporary suspension from Board or committee service, required completion of training or counseling, request for resignation, or removal from the Board or termination of employment in accordance with the Bylaws and applicable law. For Directors, removal requires a two-thirds vote of the full Board as provided in the Bylaws, Article IV, Section 1.
Interim Measures
In cases involving serious allegations (including but not limited to criminal charges, allegations of harassment, or conduct posing immediate reputational risk), the Board Chair, in consultation with the Governance Committee Chair, may impose interim measures pending investigation. Interim measures may include temporary suspension from meetings, temporary removal from committee assignments, or temporary suspension of signatory or representative authority. Interim measures are precautionary and do not constitute a finding of violation.
IX. CEO-Specific Provisions
The Chief Executive Officer is held to the highest standard under this Code given their role as the Corporation’s principal representative. A substantiated Code violation by the CEO shall be considered in the context of the Bylaws’ CEO removal provisions (Article VI, Sections 5 and 6). The Board recognizes that not every Code violation warrants removal, and that the severity, pattern, and context of conduct shall be considered. However, any felony conviction, any substantiated finding of fraud or financial misconduct, or any substantiated finding of harassment shall be presumed to constitute cause for removal, subject to the CEO’s right to respond.
X. Relationship to Other Policies
This Code supplements but does not replace the Corporation’s Bylaws, Board Constitution & Director Expectations Charter, Conflict of Interest Policy, Confidentiality Policy, Whistleblower Protection Policy, Spokesperson & Media Policy, and ADA Compliance Policy. In the event of a conflict between this Code and the Bylaws, the Bylaws control. In the event of a conflict between this Code and any other governance policy, the more protective standard shall apply.
XI. Annual Acknowledgment
Each individual covered by this Code shall sign an acknowledgment upon assuming their position and annually thereafter. Acknowledgment forms are maintained by the Governance & Nominating Committee.
XII. Annual Review
This Code shall be reviewed annually by the Governance & Nominating Committee and updated as needed. Proposed amendments require two-thirds vote of Directors then in office.