Preamble

The American commonwealth’s highest expressions of public worth are the notable achievements that extraordinary individuals make in service to all sectors of society. Those whose public contributions make possible significant strides in sustaining and advancing society are role models for future generations, just as they have been inspired by extraordinary service by those who came before them. Celebrating the worth of noble accomplishment, honoring the leadership of imagination and skill that illumines our lives and advances the social sciences broadly, and recognizing high service to humanity, are solemn responsibilities that the Congress of the United States of America, by its Acts adopted in 1898 and 1925, has entrusted to the care of the National Institute of Social Sciences. To fulfill its duties to Congress and the American people, this Constitution is duly enacted.

 

Article I – Objectives

The Objectives of the National Institute of Social Sciences shall be to promote the study of the social sciences and research therein, and to honor distinguished services rendered to humanity.

 

Article II – Membership

Members shall be elected to The National Institute of Social Sciences by the Trustees for notable achievement in the field of social science, or services performed for the benefit of humanity. The procedures for proposals for Membership shall be prescribed in the By-Laws.

 

Article III – Governance

The National Institute of Social Sciences shall be governed by a Board of Trustees, with general power to control and manage the affairs and property of the National Institute. The Board of Trustees shall be constituted of not less than 10 or more than 36 Members, duly elected at the National Institute’s Annual Meeting, in two classes, each class for a term of two years. The Board may fill any vacancies as they arise. The Board of Trustees shall have full power and authority to fill vacancies in the Board, and to propose amendments to the National Institute’s By-Laws, as may be deemed necessary for the proper administration of the affairs of the National Institute. 


Article IV – Officers and Council

The Officers of the National Institute of Social Sciences shall be a President, as many Vice Presidents as the Board of Trustees may from time to time determine, and a Secretary and Treasurer. They shall be elected by the Board of Trustees at the next Board of Trustees meeting following the Annual Meeting of the National Institute. The Officers shall constitute a Council, to serve as an executive committee of the Board of Trustees, to act on its behalf when the Board is not convened. 

 

Article V – Honor Medal and Insignia

The Gold Honor Medal of the National Institute of Social Services, conferred to honor distinguished services rendered to humanity, shall bear the Figure of Fame, resting on a shield, holding wreaths of laurel, the shield to bear the name of the National Institute of Social Sciences, and in the left hand the figure to hold a palm branch, and on the reverse to show a torch with a name plate and “Dignus Honore,” the motto of the National Institute of Social Sciences.    

The badge of Membership in the National Institute of Social Sciences shall bear an eagle surrounded by a wreath of oak and laurel, with the name of the National Institute of Social Science, stellar rays making a background for the devise.

The insignia of the National Institute of Social Sciences shall be a bow of royal purple ribbon with a white bar woven at the extremity of the loops, or a medal and enamel pin of similar design. 

 

Article VI – Amendments

This Constitution may be amended, upon the recommendation of the Council or Board of Trustees, or upon the written request of at least 15 percent of the total of Annual and Life Members of the National Institute of Social Sciences, at any Annual Meeting thereof, by a two-thirds vote of the Members present. The Secretary shall mail to each Member of the National Institute of Social Sciences a copy of the proposed amendment at least three weeks before the date of the Annual Meeting at which the amendment is to be considered. 

 

Amended: Annual Meeting of 2012, September 2012.

Article I – OFFICES

The principal office of the National Institute of Social Sciences shall be in the State, City, and County of New York. The National Institute may also have offices at such other places within or without the State of New York as the Board of Trustees may authorize.

 

Article II – PURPOSES

The purposes of the National Institute of Social Sciences shall be to further advance the field of social sciences through research, lectures, scholarships, and by way of departments, programs, or chapters under the auspices of the National Institute of Social Sciences, and to honor distinguished service rendered to humanity, whether by election to membership in the National Institute of Social Sciences, or by bestowal of Honor Medals and other insignia.

 

Article III – MEMBERSHIP

Section 1. Qualifications for Membership. A candidate for membership in the National Institute of Social Sciences shall be proposed to the Board of Trustees in writing by a Member who personally knows the nominee. Such proposal shall be filed with the Secretary and shall state the particular services for the benefit of humanity, claimed to have been rendered by the candidate, or the notable achievement in the field of social science upon which such proposal is based. The Board of Trustees shall prescribe the form for nominations of membership. All proposals for membership so received by, or filed with, the Secretary, shall be submitted to the Board of Trustees’ Membership Committee for its study and recommendation to the Board of Trustees.

Section 2. Membership Categories. Persons elected to membership in the National Institute of Social Sciences shall be entitled to vote in Annual Meetings of the Members, and shall be classified as follows:

a, Annual Members, who shall pay dues annually in an amount to be determined by the Board of Trustees, and who may be recognized in accordance with the Board’s dues schedule as Sustaining Members or Benefactor Members;

b. Life Members, who shall pay once an amount to be determined by the Board of Trustees and, having so contributed, need not pay annual dues;

c. Patron Members, whose substantial contributions to the National Institute of Social Sciences comprise the Nation Institute’s endowment in perpetuity; and

d. Honorary Members, recipients of the Gold Honor Medals, from whom no dues are required.

Section 3. Annual Meeting. The Annual Members meeting of the Institute shall be held in May or June of each year, on a date and at a place to be determined by the Board of Trustees; under special circumstances, the Board of Trustees may designate a different month for the AnnualMeeting. Each Member of the National Institute of Social Sciences, having paid dues prescribed, shall be deemed in good standing and be entitled to vote at the Annual Meeting. Not less than 15 calendar days prior to the Annual Meeting, the Secretary shall send a notice, stating the time and place of such Annual Meeting, by the U.S. Postal Service or other courier service, or by e-mail or facsimile transmission, to every Member in good standing, at such Member's address as stated in the membership rolls of the Institute.

Section 4. Special Membership Meetings. A special meeting of the Members of the National Institute of Social Sciences may be demanded in writing filed with the Secretary, by any three Officers of the National Institute or by special resolution of the Board of Trustees. Any such demand or resolution must state the purpose of the meeting. Upon receiving any such demand or notice of a special resolution, in proper form, the Secretary shall cause such request to be sent to the membership by the same means prescribed for the Annual Meeting. Any Member entitled to vote may waive, in writing, the notice herein provided for.

Section 5. Quorum of Members. A quorum at any regular or special meeting of the membership shall consist of the number of Members entitled to cast one-tenth of the total number of votes entitled to be cast.

Section 6. Action by the Members. The vote of a majority of the Members present at a regular or special meeting at which a quorum is present, in person and by proxy, shall constitute an act of the membership.

Section 7. Conflict of Interests Policy. Any potential conflict of interest, which could result in a direct or indirect financial or personal benefit to a Trustee or officer or Member of the National Institute of Social Sciences, shall be disclosed in good faith at the opening of any meeting of the Members, or the Board of Trustees, or Council, or any committee of the Board of Trustees. The interested individual may participate in the information-gathering stage of any discussion, but shall retire from the room in which the meeting is taking place and shall not participate in, or vote on, the final deliberation or decision regarding any transaction or matter in which the individual has declared an interest.

Section 8. Conduct of Meetings. Business at the Annual Members meetings shall be conducted in accordance with Robert’s Rules of Order Newly Revised, and shall include:

a. Notice given by the Secretary of the presence of a quorum;

b. Reading of the minutes of preceding membership meeting;

c. Reports of officers and standing and special committees;

d. Election of Trustees;

e. Old and unfinished business;

f. New business;

g. Closing.

Section 9. Annual Meeting. At the Annual Meeting of Members, reports shall be presented by or on behalf of the President, the Treasurer, and the Secretary, on behalf of the Nominating and Finance Committees, and on behalf of such other committees as the presiding officer shall specify. Also, at such meeting, there shall be available an up-to-date statement of the financial condition of the corporation, and an independent written report by a Certified Public Accountant. This report shall contain the following information:

a. The assets and liabilities, including any trust funds of the National Institute of Social Sciences, as of the end of the fiscal period terminating not more than six months prior to the meeting;

b. The principal changes in assets and liabilities, including trust funds, for said fiscal period;

c. All revenues and expenses or disbursements of the corporation during the year;

d. The number of Members of the corporation as of the date of the report, with changes in said number during the preceding fiscal year.

Section 10. Annual Dinner. A dinner of the National Institute of Social Sciences, at which Gold Honor Medals or other insignia may be bestowed, shall be held annually, at such time and place as may be designated by the Board of Trustees or the Council.

 

Article IV – TRUSTEES

Section 1. Board of Trustees. The affairs of the National Institute of Social Sciences shall be managed by the Board of Trustees, which shall consist of not less than 10 nor more than 36 Members, as may be determined by appropriate resolution of the Board.

Section 2. Term of Trustees. Trustees shall be elected for a term of two years. For the term beginning in 2013, the Council shall assign one-half of Trustee positions to a two-year term and the other half of Trustee positions to a one-year term. Thereafter, every year one half of Trustee positions will be subject to election.

Section 3. Nomination and Election of Trustees. The Nominating Committee shall submit, 60 days before the Annual Meeting, proposed nominations to the Board of Trustees for preliminary approval by the Board, before submitting the names of nominees to the membership. The Nominating Committee shall ensure that there are no conflicts of interests among persons being nominated for election to the Board. Forty-five (45) days prior to the Annual Meeting, the Nominating Committee shall submit to the Secretary the names for election as the next two-year class of Members of the Board of Trustees, together with any nominations to fill any vacancies in either class that have occurred since the last Annual Meeting. The Secretary shall include with each notice of Annual Meeting sent to the voting Membership a written form of proxy. Such proxy shall enable Members to vote in absentia and shall accurately name the candidates selected in the above-described manner. The Secretary shall ensure that voting and tabulating are carried out in an accurate, efficient, and secret manner. At the Annual Meeting, the Presiding Officer, with the approval of the Board, shall appoint three tellers who shall tabulate all ballots received prior to the opening of such Annual Meeting.

Section 4. Increase or Decrease in Number of Trustees. The number of Trustees may be increased or decreased by majority vote of all qualified voting Members or by unanimous vote of the Trustees. No decrease in the number of Trustees shall shorten the term of any incumbent Trustee or Trustees.

Section 5. Vacancies on the Board of Trustees. Vacancies occurring on the Board of Trustees may be filled at any meeting of the Board of Trustees by a vote of not less than two-thirds of the Trustees present. A Trustee elected to fill a vacancy caused by resignation, death, or removal shall hold office for the unexpired term of his/her predecessor.

Section 6. Removal of Trustees. Any Trustee may be removed from the Board for activities inimical to the purposes set forth in the Constitution or these By-Laws. Any Trustee accused of such activity shall receive reasonable, ample, and specific notice of the charges made against him or her, as well as the identity of the person or persons making such charges, and shall be afforded a reasonable opportunity to defend himself or herself against such charges at a Board hearing to be held at such time and place as the Secretary shall specify to the entire Board.

Section 7. Resignation. Any Trustee may resign by tendering a written resignation to the Secretary, who shall present such resignation to the Board.

Section 8. Quorum of Trustees. A quorum for a meeting of the Trustees shall consist of not less than 5 (five) Trustees holding office at the time of the meeting in question; a Trustee may participate in a meeting of the Board by speakerphone and may be counted as present for purposes of a quorum, if said Trustee can hear and be heard on said speakerphone.

Section 9. Real Property Transactions. No purchase or sale of real property shall be made by the corporation except in accordance with the laws of the State of New York applicable to not-for- profit corporations.

Section 10. Action of the Board. Any majority vote of a quorum of Trustees taken at any regular or special meeting shall constitute an act of the Board.

Section 11. Checks, Drafts, etc. In addition to the Treasurer, the Board shall determine who shall be empowered to sign checks, drafts notes, and other orders for the payment of money or delivery of other assets.

Section 12. Place and Time of Board Meetings. The Board may hold its meetings at the office of the National Institute of Social Sciences or at such other places, either within or without the State of New York, as it may from time to time designate.

Section 13. Number of Board Meetings. The Board of Trustees shall meet at least three times each year. A regular meeting of the Board shall be held within six weeks following the Annual Meeting of Members.

Section 14. Notice of Meetings of the Board and Adjournment. A written notice of all regular and special meetings of the Board, and any adjournments of meetings, shall be sent by U.S. Postal Service or other courier, or by e-mail or facsimile, by the Secretary to all members of the Board holding office at the time of such mailing of such notice, and such notice shall specify the time and place of such meetings. In the event a quorum of Trustees is not present at any regular or special meetings, a majority of those Trustees present may fix a date (not less than thirty days thereafter) for holding an adjourned meeting, and notice of the time and place of such adjourned meeting shall be given to all Trustees not present, but not to those present at the time of passage of such resolution of adjournment.

Section 15. Chairman. At all meetings of the Board, the President, or a Vice President, or, in their absence, the Secretary, shall preside.

Section 16. Council and other Committees.

a. Council as an Executive Committee. The President, the Vice Presidents, the Secretary, and the Treasurer shall constitute the Council as an executive committee. In the absence of a contrary resolution by the Board, the Council may take actions, not inconsistent with resolutions of the Board, as it shall, by majority vote, decide are in the best interests of the National Institute of Social Sciences. One-half of the membership of the Council shall for all purposes form a quorum. The Council shall deliberate in accordance with Roberts Rules of Order Newly Revised. Except as provided by the Constitution, the Board may by appropriate resolution limit the functions of the Council. The Council shall promptly submit to the Board a report of any actions taken by it or recommendations made by it, provided that acts aside from ordinary operations of the National Institute of Social Sciences, shall be subject to approval or ratification of the Board, as the case may be.

b. Nominating Committee. At least 90 days prior to the election of Trustees at the Annual Meeting of Members, the President, with the approval of the Board, shall appoint a Nominating Committee consisting of not less than three Members, the Chairman of which shall be a member of the Board of Trustees, to nominate candidates for election to the Board of Trustees at said Annual Meeting, and for the election of officers by the Board at the next Board meeting. The President shall be an ex officio Member of the Nominating Committee.

c. Finance Committee. The President, with the approval of the Board, shall appoint a Finance Committee to consist of not more than three members of the Board of which the Treasurer shall be one and at least one Member of which shall not be a member of the Executive Committee. It shall be the duty of this Committee, subject to the approval of the Board, to supervise the finances and investments of the corporation; to review the Treasurer’s proposed annual budget for each fiscal year for presentation to the Board prior to the commencement of such year and to perform such other similar duties as may from time to time be assigned to it by the Board.

d. Audit Committee. The President, with the approval of the Board, shall appoint an Audit Committee, composed of three Members.

e. Medals Committee. The Medals Committee shall consist of five Members, at least three of whom shall be members of the Board, appointed annually by the President with the approval of the Board. The President shall each year submit a list of at least 20 possible candidates for each year’s Gold Honor Medal to the Medals Committee for its approval, following which the list shall be submitted to the Board for its approval. Following approval by the Board, the President shall draw from the list a balanced set of at least three Honorees per year.

f. Other Committees. The Board of Trustees may, by appropriate resolution, create such other committees as it deems advisable, for scholarships, programs, and chapters. The President, with the approval of the Board, shall appoint the members of such committees and shall be an ex officio member thereof.

 

Article V – OFFICERS

Section 1. Officers, Election, Term. The Board shall elect a President; one or more Vice Presidents, (the number of Vice Presidents shall be determined by the Board), a Secretary, and a Treasurer. The Board of Trustees may also elect, from time to time, a Chairman or Chairwoman, who shall be an ex officio member of the Board. The Board may also, from time to time, in its discretion, elect an Honorary Chairman or Chairwoman and other Honorary Officers. The Board may also elect one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as it deems fit, all of which Officers shall have such duties, powers and functions as are hereinafter provided for. All Officers shall be elected for a one-year term at the first meeting of the Board following the Annual Meeting of the membership, provided that each Officer's term shall be extended until his or her successor shall have been elected or appointed. Any Officer may be removed from the Board for activities inimical to the purposes set forth in the Constitution or these By-Laws. Any Officer accused of such activity shall receive reasonable, ample and specific notice of the charges made against him or her, as well as the identity of the person or persons making such charges, and shall be afforded a reasonable opportunity to defend himself or herself against such charges at a Board hearing to be held at such time and place as the Secretary shall specify to the entire Board.

Section 2. Chairman or Chairwoman. When elected by the Board, this Officer shall preside
over the Annual Meeting and undertake such other duties as the Board may, from time to time, prescribe.

Section 3. President. The President shall be the Chief Executive Officer of the National Institute of Social Sciences. He or she, or, in the President’s absence, one of the Vice Presidents, shall preside at all meetings of the Members and of the Board. The President shall appoint the chairman or chairwoman and all members of any committees of the Board of Trustees or of the membership of the National Institute of Social Sciences, subject to the approval of the Board of Trustees. He or she shall have charge of the general management of the affairs of the National Institute of Social Sciences, and shall perform such other duties and functions as the Board shall direct. The President, or in his or her absence, a Vice President or other Officer designated by the President, shall be an ex officio member of all committees.

Section 4. Vice President. During the absence or disability of the President, the Vice President, or, in the event the Board elects more than one Vice President, the Vice President designated by the President or the Board of Directors, or the Secretary, shall have all the powers, duties, and functions of the President.

Section 5. Treasurer. The Treasurer shall have the care and custody of all of the funds, securities, and other assets of the National Institute of Social Sciences, and shall deposit said funds and securities, in the name of the National Institute, in such bank or trust company as the Trustees shall designate. The Treasurer and President shall prepare and submit to the Board of Trustees an annual budget for the National Institute of Social Sciences. The Treasurer shall at reasonable times exhibit his or her books and accounts to any Trustee making request, upon reasonable written notice. At the end of each fiscal year, a report of the accounts of the National Institute shall be made by a Certified Public Accountant appointed by the Board, who shall present his/her written report at the Annual Meeting of the Members. Promptly after completion of said report, the Treasurer shall present an annual report setting forth the financial condition of the National Institute and other facts deemed relevant.

Section 6. Assistant Treasurer. During the absence or disability of the Treasurer, the Assistant Treasurer, or if there be more than one, the Assistant Treasurer designated by the Board, shall assume the powers, duties, and functions of the Treasurer.

Section 7. Secretary. The Secretary shall keep the minutes of meetings of the Board of Trustees, the Council, and of the membership and shall have custody of the Great Seal of the National Institute of Social Sciences. He or she shall attend to the giving and serving of all legal notices of the National Institute, and shall have charge of such books, records, and papers as the Board of Trustees shall direct. The Secretary shall perform all duties incidental to the office, and the Secretary or his or her designee shall maintain an appropriate roll setting forth the names, classifications, addresses, and other contact information of all the Members of the National Institute.

Section 8. Assistant Secretaries. During the absence or disability of the Secretary, the Assistant Secretary, or, if there be more than one, the one so designated by the Secretary or by the Board, shall assume all the powers, duties, and functions of the Secretary.

Section 9. Sureties and Bonds. Should the Board so require, any Officer or agent of the National Institute shall post or cause to be posted, in favor of the National Institute, a surety bond, in such sum and posted by such a corporate surety or sureties as the Board my direct, conditioned upon said Officer's or agent's faithful performance of his duties.

 

Article VI – FINANCES

Section 1. Investments and Expenditures. All monies and assets of the National Institute of Social Sciences shall be held and may be invested, sold, or otherwise realized upon or expended for any purpose of the Institute, without distinction as to principal or income, as the Board of Trustees shall direct, with the exception that, under normal circumstances, only income shall be expended from funds collected from Life Memberships and undesignated Endowment Funds.

Section 2. Dedicated Funds. The Board of Trustees may in its discretion authorize one or more special projects or activities designed to carry out a specific program germane to the purposes of the National Institute and may also, in its discretion, set apart in the books of the Institute, from time to time, specific amounts of its assets to finance any such project and to be expended for that purpose at the direction of the Board of Trustees, or, if the Board determines, at the discretion of any Special Committee appointed to oversee or carry out such project.

Section 3. Receipt of Gifts. Board of Trustees may at its discretion authorize the National Institute to accept, from time to time, gifts from institutional patrons, and grants from foundations, corporations, government agencies, or other entities or individuals.

 

Article VII – THE GREAT SEAL OF THE NATIONAL INSTITUE OF SOCIAL SCIENCES

Section 1. The Great Seal of the National Institute of Social Sciences. The Great Seal of the National Institute of Social Sciences shall be circular in form and about two inches in diameter. It shall bear in the center the Figure of Fame resting on a Shield and holding a wreath of laurel, as same appears on the Gold Honor Medal of the Institute. The Shield shall bear the name of the Corporation "NATIONAL INSTITUTE OF SOCIAL SCIENCES". The margin shall bear the words "INCORPORATED BY ACT OF CONGRESS JANUARY 28, 1899," which is the date of the original incorporation of the American Social Science Association, which incorporation was subsequently transferred by the Congress to the National Institute of Social Sciences, on June 16, 1926. Beneath this section is a photographic copy of said Great Seal, to wit:

Section 2. Possession of the Great Seal. The Secretary of the National Institute of Social Sciences shall have the custody of the Great Seal of the National Institute.

 

Article VIII – ADOPTION AND AMENDMENTS

Section 1. Adoption of By-Laws. These By-Laws shall be deemed adopted when approved by a majority of a quorum of the voting Members present in person or by proxy at any Annual or Special Meeting of the Members of the National Institute of Social Sciences.

Section 2. Amendment of the By-Laws. Any By-Law may be amended or repealed by a majority vote of Members present at any regular or special meeting of the Members at which an amendment or repeal of any By-Law is duly presented. Amending or repealing resolutions shall set forth verbatim the complete text of all said proposed amendments.

Section 3. Text of a Proposed Amendment. The complete text of any amendment, proposed by any Member or group of Members, other than by the Board of Trustees or the Council, to amend or repeal any By-Law shall be submitted in writing to the Secretary not less than thirty days prior to the mailing of the notice of the regular or special meeting of the Members, and shall be signed by not less than 15 percent of the total of all Annual and Life Members

Section 4. Legal Foundations. When proposing amendment to the By-laws, reference shall be made, as appropriate to the legal foundations of the National Institute of Social Science, to wit: The National Institute of Social Sciences was derived from the American Social Science Association, which was organized on October 4, 1865, in Boston, and thereafter constituted as a corporation by an Act of Congress on December 5, 1898, duly signed by President William McKinley, on January 28, 1899; and thereafter the National Institute was set up as a Department of the American Social Sciences Association on December 12, 1912, and assigned its present name and status as a Congressionally created corporation by an Act of Congress on December 7, 1925, duly signed by President Calvin Coolidge on June 16, 1926, empowering the National Institute to hold its Annual Meetings, report annually to the Librarian of Congress, receive bequests and donations in trust, and invest the same for the furtherance of the interests of the social sciences, and conduct its program. Having adopted its initial Constitution on February 4, 1927, and its initial By-laws on April 5, 1927, and having duly amended them on February 24, 1993, on January 16, 1996, and on May 25, 2011, the National Institute comprehensively revised its Constitution and By-Laws at its Annual Meeting in September of 2012.

 

Article IX – CONSTRUCTION

Section 1. Construction. If there be any conflict between the provisions of the Acts of Congress constituting the National Institute of Social Sciences, or the Constitution of the National Institute of Social Sciences, and these By-Laws, then the provisions of the Acts of Congress and the Constitution shall govern.

Amended: Annual Meeting of 2012, September 2012.

Preamble

The officers, trustees, and staff members of the National Institute of Social Sciences (the “Corporation”) owe a duty of loyalty to the Corporation, which requires that in their positions they act in the interest of the Corporation and not in their personal interest. Trustees, officers, and staff members may not use their positions, use information they have about the Corporation or the Corporation’s property, or use information obtained through their positions in a manner that allows them to secure a significant economic benefit, either directly or indirectly, for themselves, their relatives, or their friends. It is the policy of the Corporation that no transaction between it and its officers, trustees, or staff members be tainted with an actual or perceived conflict of interest. 


Article I – Purpose

This document is intended to assist in understanding Corporation’s policies and practices relating to business transactions, clarify principles that must guide its conduct, and provide guidance in resolving ethical and legal questions that might arise. The purpose of the Conflict-of-Interest Policy is to protect Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, trustee, or staff member of Corporation. 

The policy is designed to ensure that all institutional decisions are made solely to promote the best interests of Corporation without favor or preference based on personal considerations, and to provide the highest ethical conduct. This policy in intended to supplement, but not replace, any applicable New York State or federal laws governing conflicts of interest applicable to charitable corporations. 


Article II – Duty of Loyalty and General Requirements

1.     The Law. Conflict-of-interest statutes are contained in the New York Not-for-Profit Corporation Law and focus primarily on the duty of loyalty of board of directors or trustees (“Board”) members. This duty broadly commands Board members and officers to be faithful to an organization’s best interests and to refrain from using their organizational position or knowledge to advance a personal agenda at the organization’s expense. 

2.     Basis of Decisions. All institutional decisions are to be made solely to promote the best interests of Corporation without favor or preference based on personal considerations, and to provide the highest ethical conduct. Accordingly, with respect to their personal economic interests, Corporation officers, Board members and staff members should not be allowed to participate actively and aggressively as advocates in their own behalf (or on behalf of other organizations in which they have a personal interest), either formally at Board or committee meetings or informally through private contact, communication, and discussion. Similarly, officers, trustees, or staff members may not obtain for themselves, their relatives, or their friends a material benefit of any kind from their association with Corporation, or from the knowledge gained therefrom. The fairness of transactions involving potential conflicting interests is usually analyzed by comparing them with similar transactions negotiated by parties dealing at “arm’s length”; that is, parties that have no other relationship and are presumed to base their decisions on rational economic interests. 

3.     Confidential Information.One of Corporation’s most valuable assets is its confidential information, which includes donor lists, research data, financial data, and computer software and equipment information. The security and integrity of all confidential data must be diligently protected. Accordingly, officers, trustees, and staff members should not disclose or use any confidential information involving Corporation for personal benefit or for non-Corporation related purposes. 


Article III – Definitions

1.     Interested Person. Any officer, trustee, member of a Corporation committee, or staff member who has a direct or indirect financial interest, defined below, is an Interested Person. 

2.     Financial Interest. A person has a financial interest, if a person has, directly or in directly, through business, investment or family: 

a.     an ownership or investment interest in any entity with which Corporation has a transaction or arrangement; 

b.     a compensation arrangement with Corporation or with any entity or individual with which Corporation has a transaction or arrangement; or 

c.     a potential ownership or investment interesting, or compensation arrangement with, any entity or individual with which Corporation is negotiating a transaction or arrangement. 

3.     Compensation.Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. 


Article IV – Procedures

1.     Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence and nature of his or her financial interest to the trustees and/or members of any Corporation committee considering the proposed transaction or arrangement. The law does not require a prohibition of all conflicts of interests. Rather, the goal is to permit Corporation to manage conflicting interests successfully and to reach optimum decisions with knowledge of the conflicts. So long as transactions are disclosed to the Board, and the transactions are believed to be in the best interests of Corporation, they may lawfully be undertaken. 

2.     Determining Whether a Conflict of Interest Exists.After disclosure of the financial interest, the Interested Person shall leave the Board or committee meeting which the financial interest is discussed and voted upon. The remaining trustees or committee members shall decide if a conflict of interest exists. 

3.     Procedures to Address Conflict of Interest.The following procedure shall be taken: 

a.     The President of the Corporation Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 

b.     After exercising due diligence, the Board or Executive Committee shall determine whether Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 

c.     If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or Executive Committee shall determine by a majority vote of disinterested trustees whether the transaction or arrangement is in Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to Corporation and shall make its decision as to whether to enter into the transaction or arrangement. 

4.    Violation of Conflict of Interest Policy. 

a.     If the Board or a committee has reasonable cause to believe that a member of the Board, committee, officer or staff member of Corporation has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis of such belief and afford the person an opportunity to explain the alleged failure to disclose. 

b.     If, after hearing the response of the person and making such further investigation as may be warranted, the Board or committee determined that the person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action as is needed in the circumstances, including removal from office. 


Article IV – Records of Proceedings

The minutes of the Board and all committees shall contain the following information: 

a.     the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; 

b.     the nature of the financial interest;

c.     any action taken to determine whether a conflict of interest was present;

d.    the Board’s or committee’s decision as to whether a conflict of interest in fact existed;

e.     the names of the persons who were present for discussions and votes relating to the transaction or arrangement;

f.      the content of the discussion, including any alternative to the proposed transaction or arrangement; and

g.     a record of any votes taken in connection with the matter. 


Article VI – Periodic Reviews

To ensure that Corporation 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 shall be conducted to include the following subjects: 

a.     Whether compensation arrangement and benefits are reasonable and are the result of arm’s length bargaining. 

b.     Whether any arrangements with outside service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further Corporation’s charitable purposes and do not result in impermissible private benefit. 

c.     Whether agreements with other organizations or staff members further Corporation’s charitable purposes and do not result in impermissible private benefit. 


Article VII – Annual Statements

Each officer, trustee, member of a committee and staff member of Corporation shall annually sign and file with Corporation a statement that affirms that such person: 

a.     has received a copy of the Conflict of Interest Policy;

b.     has read and understands the policy;

c.     has agreed to comply with the policy; and

d.    understands that Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes. 

Updated policy approved by Board of Trustees, February 20, 2018

Article I – Purpose

To support the goal of legal compliance and enable a vehicle for Officers, Trustees, and volunteers to report violations, or suspected violations, without fear of retaliation in accordance with the New York State Not-for-Profit Corporation Law.

 

Article II -- Scope

The procedure applies to all written complaints made to Officers of the National Institute of Social Sciences.

 

Article III – Responsibility

The Executive Committee is responsible for reviewing any written complaints made to the National Institute of Social Sciences and for following up with an appropriate investigation to corroborate or dismiss the complaint. If the complaint is proven valid, the Executive Committee must correct the unlawful activity.

 

Article IV – Procedure

If any Officer, Trustee, or volunteer reasonably believes that some National Institute of Social Sciences policy, practice, or activity is a violation of law, that person must file a written complaint with the President or—if the President is a subject or interested party to the complaint—with another Officer.

In the course of assessing and addressing a complaint, the President, or another Officer to whom a complaint is made, shall report such complaint to the entire Executive Committee. Every effort will be made to preserve the confidentiality of the complainant and of the reported information, including, for example, holding meeting in executive session, insofar as a thorough investigation permits. 

A complainant is protected from retaliation only if the complainant brings the alleged unlawful policy, practice, or activity to the attention of the National Institute of Social Sciences and provides the National Institute with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection is only available to complainants that comply with this requirement.

The National Institute of Social Sciences will not retaliate against a complainant who in good faith has made a protest or raised a complaint against some National Institute policy, practice, or activity—or of another individual or entity with whom the National Institute has a business relationship—on the basis of a reasonable belief that the policy, practice, or activity is in violation of law.

The National Institute of Social Sciences will not retaliate against complainants who disclose or threaten to disclose to a public body any National Institute policy, practice, or activity that the complainants reasonably believes are in violation of a law, or a rule, or a regulation mandated pursuant to law. A copy of this policy shall be distributed to all Officers, Trustees, and volunteers who provide substantial services to the National Institute.

 

Approved by the Board of Trustees, August 27, 2018