Article XII: Fiduciary Duties of Elected Officials, Officers & Special Officers
Section 1. Fiduciary Obligations
All Elected Officials, Officers, Special Officers and key employees with financial or other decision-making authority shall act in accordance with the purposes and mission of the Association to serve the interests of the membership. In addition, they shall exercise prudent oversight of the Association assets, keep strict accounts, make every effort to achieve the purposes of the Association, and account for their stewardship of the affairs and business of the Association to the membership.
Section 2. Duty of Care
Elected Officials shall exercise an appropriate duty of care in their stewardship of the affairs of the Association. The level of attention required as a fiduciary in all matters related to the organization constitutes a "duty to be informed" as to the affairs of the Association. This means Elected Officials have a responsibility to become informed about an issue before making a business decision relating to the issue. An Elected Official will fulfill the duty of care if, prior to making a decision, he or she seeks out and considers all material information reasonably available to him or her. To fulfill the duty of care, Elected Officials should follow deliberate procedures and consult with appropriate committees, officers or employees of the organization or other outside experts in making corporate decisions. In discharging this duty, this may require going beyond what is provided to the Board by in-house staff, including consulting with outside experts, seeking input from employees with knowledge of the facts and, above all, asking thoughtful and probing questions. In the conduct of the affairs of the Association, there may be circumstances where Elected Officials may not simply rely on the word of senior management without further inquiry; in those circumstances, the duty of care requires further inquiry.
Section 3. Duty of Loyalty
The duty of loyalty requires all Elected Officials, Officers, Special Officers and key employees with financial or other decision-making authority to act in the interest of the Association rather than in their respective personal interests or the interests of some other person or organization. The duty of loyalty encompasses an obligation of all Elected Officials, Officers, Special Officers and key employees with financial or other decision-making authority to avoid conflicts of interest. A violation of this duty may result in personal liability for a breach of fiduciary duty. With respect to the Association, such a breach may allow a court to void the corporate transaction in which a conflict was present.
Section 4. Duty of Honesty
The duty of honesty requires all Elected Officials, Officers, Special Officers and key employees with financial or other decision-making authority to act in a trustworthy manner with regard to all aspects of their dealings with the Association; and to provide honest and forthright information with respect to any information provided to others. Answers in response to any inquiry as to the affairs of the Association shall be accurate, complete and forthright. With regard to information that other Elected Officials, Officers and Special Officers will rely upon to make decisions, the information provided shall be honest, accurate, complete and forthright.
Section 5. Duty to Inform
In all circumstances where the Board of Governors is required to make decisions on behalf of the Association, Officers, Special Officers and key employees with financial or other decision-making authority, shall provide full, complete, accurate and honest information with respect to all aspects of any matter on which the Board shall act. This requires not only the disclosure of information that would support a decision which the staff desires to implement, but any contrary information that would impact any such Board decision.
Section 6. Policy on Suspected Misconduct, Dishonesty, Fraud & Whistle-Blower Protection
The American Numismatic Association is committed to the highest possible standards of ethical, moral and legal conduct. Consistent with this commitment, the Association shall provide avenues for employees to raise concerns about suspected misconduct, dishonesty and fraud and to provide reassurance that they will be protected from reprisals or victimization for whistle-blowing in good faith.
a) If any person knows of or has a suspicion about misconduct, dishonesty or fraud, the Executive Director should be contacted. If the alleged wrongdoing concerns the Executive Director, then the President or other Officer or Governor of the Association should be notified instead.
b) If the Executive Director, President or other Officer of the organization receives information about misconduct, dishonesty or fraud, he or she shall inform the Board (or alternately, the Executive Committee, if such a Committee exists), which shall determine the procedure for investigating all credible allegations.
c) At all times, the privacy and reputation of individuals involved will be respected. There will no punishment or other retaliation for the reporting of conduct under this policy. If the person providing the information requests anonymity, this request will be respected to the extent that doing so does not impede any investigation nor is contrary to any statute.