Policies

Governance of IndianaFIRST, Inc. ("IndianaFIRST") depends on deliberate, unbiased and thoughtful decision-making by Board members.

The IndianaFIRST Board of Directors ("Board") requires that IndianaFIRST directors act solely in the interest of IndianaFIRST, not to further their personal interests or in the interests of others. Board members must have allegiance to IndianaFIRST’s mission and may not use their positions or information they have about IndianaFIRST in a manner that allows them, or gives the appearance of allowing them, to secure a pecuniary benefit for themselves or their relatives.

To ensure that these standards are met, the IndianaFIRST Board has adopted this Code of Ethics and Conflict of Interest Policy.

As a practical matter, IndianaFIRST business transactions in which a Board member or a relative of a Board member has an interest may occur from time to time. While these business transactions shall not be prohibited, they shall be subject to close scrutiny. Such proposed transactions must be reviewed carefully to ensure that they are in the best interest of IndianaFIRST and that they will not lead to a conflict of interest or the appearance of a conflict of interest.

For the purposes of this policy, a Board member has an interest in a proposed transaction if he/she or a member of his/her immediate family has a financial or influential interest in it or has an interest in any organization involved in the proposed transaction.

Prior to the start of any negotiations or discussions regarding proposed transaction in which a Board member has an interest, as defined above, IndianaFIRST Board members are expected to make full disclosure to the best of their knowledge of their interest in a proposed transaction by notifying in writing the Board chair or president, disclosing all material facts regarding his/her interest in the matter. In matters requiring approval of the Board, the Board chair shall inform the Board before its consideration of the matter.

The Board may, if it deems appropriate, appoint a committee or a disinterested person to investigate alternatives to the proposed transaction.

A Board member with an interest in a proposed transaction shall not vote on the matter and may be excluded from any discussion of the matter as well as any discussions regarding his/her potential conflict.

Board members are also expected to provide any information regarding any reasons why any proposed transaction might not be in IndianaFIRST’s best interest.

A Board member shall not use his/her position as a Board member and shall not use IndianaFIRST proprietary or confidential information for his/her personal benefit, or to IndianaFIRST’s detriment or for any reason other than the fulfillment of his/her duties as a IndianaFIRST Board member. Proprietary or confidential information is information obtained through the Board member’s position that has not become public information.

Individual Board members are not authorized as spokespersons for IndianaFIRST on all issues and should not make statements or take positions on behalf of IndianaFIRST or the Board without the approval of the Board. Any public statements by individual Board members must make clear that the statements are not made on behalf of the Board or IndianaFIRST, unless the Board member has been specifically authorized to speak on behalf of the Board or IndianaFIRST.

All Board members must complete a disclosure statement each year.

This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that FIRST Indiana Robotics can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of FIRST Indiana Robotics’s code of ethics or suspected violations of law or regulations that govern FIRST Indiana Robotics’s operations.

It is contrary to the values of FIRST Indiana Robotics for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of FIRST Indiana Robotics. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

The Volunteer & HR Committee Chair shall serve as the Compliance Officer for FIRST Indiana Robotics. In this capacity, they are responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Officer will advise the President and/or the Board of Directors of all complaints and their resolution.

FIRST Indiana Robotics has an open door policy and suggests that employees & volunteers share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with either the President or the Compliance Officer.

Supervisors and managers, including volunteers with direct reports, are required to report complaints or concerns about suspected ethical and legal violations in writing to the Compliance Officer. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor, the President, or the Compliance Officer.

The Compliance Officer shall immediately notify the Treasurer of any concerns or complaints regarding corporate accounting practices, financial malfeasance, internal controls, or auditing.

Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

FIRST Indiana Robotics’s Compliance Officer will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.