APTA’s Board Approved Policies

Board of Directors’ Attendance Policy

1.PURPOSE
This policy is intended to support full contribution of all board members. All board members receive a copy of this official policy. The policy is reviewed once a year and maintained in each member’s Board Manual.

2.SCOPE
a.This policy applies to all APTA Board members.

3.REFERENCES
a.APTA Bylaws Article VII, Section E (“Board of Directors”)

4.RESPONSIBILITIES
A board member has an attendance problem if the member misses two of the total number of board meetings in a twelve-month period.

5.PROCEDURES
If a board attendance problem exists regarding a member, the Board Chair or Vice Chair will promptly contact the member to discuss the problem. The member’s response will be shared by the Chair or Vice Chair with the entire board at the next board meeting. At that meeting, the board will decide what actions to take regarding the board member’s future membership on the board. If the board terminates the board member’s membership on the board, termination will be conducted per this policy.

To terminate a board member’s membership on the board, the Board Chair or Vice Chair will call the member and notify him or her of the board’s decision to terminate the member’s membership on the board per this Board Attendance Policy. The Chair or Vice Chair will request a letter of resignation from the member to be received within ten (10) business days. The Chair or Vice Chair will also request the member to return their board manual back to APTA by dropping it off at a specified location within ten (10) business days. The board will vote regarding acceptance of the member’s resignation letter at the next board meeting.

Certification of Secretary/Treasurer

I hereby certify that the above “Board of Directors’ Attendance Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.

This 10 day of  June, 2017

Printed name: Kim Green

Signature: ______Signature on file______________

Secretary/Treasurer

Acknowledgment of APTA Chair

This 10 day of  June,2017

Printed Name: Doran J. Barnes

Signature: _______Signature on file_____________

APTA Chair​

Code of Conduct or APTA Conference Attendees

Code of Conduct for Board of Directors

1.PURPOSE
The purpose of this policy is to provide guidance to members of the Board of Directors (including the Executive Committee) regarding ethical and behavioral considerations and/or actions as they carry out their duties and obligations during their tenure on the APTA Board of Directors.

2.SCOPE

a.This policy applies to all members of the Board of Directors (including the Executive Committee).

b.As transportation professionals, APTA’s Board of Directors is responsible for adding value to APTA and contributing to its ethical success. In addition, the Board of Directors must accept professional responsibility for individual decisions and actions recognizing that members of the Board of Directors are advocates for APTA and as such, must engage in behavior that enhances APTA’s credibility and importance.

3.REFERENCES 

a.APTA Bylaws Article II, (“Objectives”).

b.APTA Bylaws Article V, Paragraph E, Subparagraph 2 (“Withdrawal, Suspension, and Expulsion”).

4.RESPONSIBILITIES 

a. Board of Directors:

1. Adhere to the highest standards of ethical and professional behavior;
2. Exercise the care that an ordinary and prudent person would exercise in a like position under similar circumstances. This “duty of care” responsibility imposes upon all Board members a fiduciary responsibility to the association and association matters. Board members must recognize that serving on the Board of Directors carries with it an obligation to take association matters seriously and to devote time to consideration of issues facing the association. As a rule of thumb, the law expects Board members to exercise the same level of care for APTA business that they would for their professional business;
3. Exercise loyalty when making decisions as a Board member to ensure that such decisions are made based on what is best for the association, not what may be advantageous to their company, their agency, or their constituency. While disagreement is permitted, once a final decision is made by the Board of Directors, Board members are expected to act consistent with the final decision of Board. In this respect, Board members stand in a different relationship to the association than other association members; and
4. Preserve confidential information and not disclose information to others that the Board (including the Executive Committee) has determined to be confidential such as communication with APTA senior staff and/or legal counsel regarding personnel or legal matters, information specific to individual member companies, and minutes of executive sessions of the Board (including the Executive Committee). The duty to preserve confidential information and not disclose such information to others is required even if such information has not been officially classified as confidential, but because of the nature of the information, a reasonable person would understand that the release of such information could be detrimental to APTA and/or its members. Questions concerning whether information may be released should be directed to APTA’s legal counsel.

b. APTA Chair and Vice Chair:

1. Receives complaints regarding conduct of Board members falling below the standards set out in this Code of Conduct;
2. Investigates alleged misconduct by a Board member;
3. Prepares written documents regarding the alleged conduct by the Board member and requests a written response from the Board member; and
4. Receives Board member’s written response and develops recommendations for censure for Executive Committee vote.

c. APTA General Counsel:

1. Responsible for ensuring that the association is operated in accordance with the District of Columbia statutes and regulations;
2. Distributes APTA’s policies and procedures to all Board members and responds to inquiries regarding the same;
3. Assists Board of Directors with orientation regarding Code of Conduct requirements; and
4. Assists Chair and Vice Chair with the investigation, documentation, analysis, and recommendation for censure regarding any Board member’s conduct that does not meet the standards set out in this Code of Conduct policy.

5.CENSURE PROCEDURES 

Each APTA Board member shall act with integrity and in an ethical and professional manner in their interactions with each other, the President/CEO, APTA staff, other APTA members, consultants, advisors, and the public. In doing so, Board members shall maintain high ethical and moral character, both professionally and personally, so that their behavior will reflect positively upon APTA. It is expected that

Board members will use proper care and exercise sound judgment in the performance of their Board duties. Failure by a Board member to conduct themselves consistent with this Code of Conduct policy can result in suspension and/or expulsion from the Board of Directors and/or APTA. Board members who engage in behavior falling below the standards set out in this Code of Conduct will be notified in writing by the Chair and Vice Chair of the offending conduct and provide the Board member 30 days to respond in writing. Upon receipt of the Board member’s response, the Chair and Vice Chair will conduct any necessary investigation to assist in them in determining whether the Board member has not met the Code of Conduct set out in this policy. If the Chair and Vice Chair determine that a Board member’s conduct has fallen below the requirements of this Code of Conduct, they shall develop a recommendation for censure to the Executive Committee that may include: verbal reprimand; written reprimand; suspension from the Board of Directors for a period as determined by the Chair and Vice Chair (during such time the Board member is barred from holding any type of leadership position in APTA); expulsion from the Board of Directors either permanently or for a period as determined by the Chair and Vice Chair (during such time the Board member is barred from holding any type leadership position in APTA); or expulsion from APTA either permanently or for a period as determined by the Chair and Vice Chair (during such time the Board member is barred from holding any type leadership position in APTA).

The recommendation of the Chair and Vice Chair shall be put forward for a vote by the Executive Committee. A Board member may be censured as outlined above if a majority of the Executive Committee present votes in favor of the Chair and Vice Chair’s recommendation of censure. The censure action taken by the Executive Committee may be reversed by two-thirds of the Executive Committee present voting affirmatively to reverse the censure.

​

Certification of Secretary/Treasurer

I hereby certify that the above “Board of Directors’ Attendance Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.

This 7 day of  October, 2017

Printed name: Kim Green

Signature: ______Signature on file______________

Secretary/Treasurer

Acknowledgment of APTA Chair

This 7 day of  October,2017

Printed Name: Nathaniel P. Ford, Sr.

Signature: _______Signature on file_____________

APTA Chair​​​

Conflict of Interest Policy

1. PURPOSE
This policy is intended to protect the interests of APTA when it is contemplating entering a transaction or arrangement that might benefit the private interest of an officer or director of APTA or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable District of Columbia and federal laws governing conflict of interest applicable to nonprofit corporations.

2. SCOPE

a. This policy applies to all APTA Board members and Committee Chairs and Vice Chairs.

3. REFERENCES

a. Code of the District of Columbia Section 29-406-70 (“Conflicting Interest Transaction; Voidability”).

4. DEFINITIONS

a. Interested Person: Any director, officer, or member with governing board delegating powers, who has a direct or indirect financial interest as, defined below, is an interested person.

b. APTA Officers: Are the Chair, Vice Chair, Secretary Treasurer, and Immediate Past Chair.

c. Financial Interest: A person has a financial interest or “other interest” if the person has, directly or indirectly, through business, investment or family: ‘

1. An ownership or investment interest in any entity with which APTA has a transaction or arrangement;
2. A compensation arrangement with APTA or with any entity or individuals with which APT A has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which APTA is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if so determined in accordance with the procedures outlined below.

5. RESPONSIBILITIES

On an annual basis Board members and Chairs and Vice Chairs of committees must disclose actual or potential conflicts of interest. Board members must disclose to the Board officers and include a copy to the General Counsel.

6. PROCEDURES

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the APT A officers. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the APTA officers will consider the information received and determine whether a conflict of interest exists. An interested person may make a presentation to the APT A officers regarding the information submitted. The APTA Chair, in consultation with the APTA the General Counsel, will investigate alternatives to the proposed transaction or arrangement and report back to the APTA officers.

After exercising due diligence, the APTA officers shall determine whether APTA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the APTA officers shall determine by a unanimous vote whether it is in APTA’s best interest, for its own benefit, and whether the transaction or arrangement is fair and reasonable. If such a determination is made, then the transaction or arrangement can proceed and the APTA officers will provide documentation of its decision and the basis for their conclusion.

If someone has reasonable cause to believe a Board member has failed to disclose actual or possible conflicts of interest, the person shall notify the APTA officers and provide documentation regarding their concerns. The APTA officers shall inform the Board member of the concern and the documentation. The APT A officers shall afford the Board member an opportunity to explain the alleged failure to disclose. If, after hearing the Board member’s response and after making further investigation as warranted by the circumstances, the APT A officers may determine the Board member failed to disclose an actual or possible conflict of interest as required by the policy, and the APTA officers shall take appropriate disciplinary and corrective action. The APTA officers shall document all their decisions regarding conflicts of interests to include: The names of the persons who disclosed or otherwise were found to have a financial interest relating to an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the APTA officers’ decision as to whether a conflict of interest in fact existed. A Board member who receives compensation, directly or indirectly, from APTA for services is precluded from voting on matters pertaining to that Board member’s compensation.

A Board member on any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from APTA for services is precluded from voting on matters pertaining to that Board member’s compensation. Each Board member and the Chairs and Vice Chairs of committees shall annually sign a statement that affirms: (1) They have received a copy of this Conflicts of interest Policy; (2) They have read and understand the policy; (3) They agree to comply with the policy; and (4) They understand that APTA is a private non-profit entity and to maintain its federal tax-exempt status it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Certification of Secretary/Treasurer

I hereby certify that the above “Conflict of Interest Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.

This 15 day of  December, 2017

Printed name: David M Stackrow on Behalf of Kim Green

Signature: ______Signature on file______________

Secretary/Treasurer

Acknowledgment of APTA Chair

This 15 day of  December,2017

Printed Name: Nathaniel P. Ford, Sr.

Signature: _______Signature on file_____________

APTA Chair​​​

Conflict of Interest and Disclosure of Other Interests

The American Public Transportation Association (“APTA”) and its volunteer leaders are dedicated to serving the interests of APTA’s constituency in the most honorable and ethical manner possible. Among APTA’s duties is the responsibility to provide assurance to its constituencies that debates, decision-making and all governance at APTA are conducted in an objective and bias-free context. Among the duties of volunteer leaders of APTA is a duty of loyalty—to place the best interests of the association uppermost when acting on APTA’s behalf. This duty of loyalty, or “fiduciary” duty, encompasses the obligation to avoid or disclose any other interests that could dilute, diminish, or divide a leader’s unqualified loyalty to complete commitment to APTA. Where such interests exist or even appear to exist, they are conflicts of interest that APTA is responsible to manage to ensure bias-free governance.

Volunteer leaders must disclose other interests at least once each year or more frequently if other interests arise. Once disclosed, the APTA Executive Committee must decide what if anything to do in response to disclosures of other interests. This may include asking the volunteer leader to recuse themselves from participating in any debates or resolution of matters where the volunteer leader has other interests or, in rare cases, the volunteer leader may be asked to resign from their leadership position to properly manage the conflict of interest.

The Executive Committee has determined that the conflicts of interest disclosure statement are required for officers, directors, and heads of committees.

Other interests are defined as:

Ownership, employment, or volunteer or agency interest or involvement in a commercial entity or nonprofit organizations that competes with APTA;

Ownership, employment or volunteer or agency interest or involvement in a commercial entity or nonprofit organization that is or seeks to be, a vendor of products or services to APTA; or

A position as spokesperson, consultant, employee, or agent for another commercial or nonprofit organizations that advances opposing or adverse public policy positions from those of APTA.

APTA includes its subsidiaries and affiliates. Disclosure by the volunteer leader of other interests includes disclosing such other interests held by business associates and family members.

Disclosure shall be made at least annually when requested by the Executive Committee and after that at any time throughout the year when another interest arises or becomes known that was not disclosed at the time of, or has significantly changed since, the annual disclosure. Disclosures must be in writing and the format for such disclosure is contained in this document.

The volunteer leader must disclose sufficient information about any other interests to permit an evaluation of what the effect of the other interest might have on the leader’s participation in APTA governance. If there is any confidential information, the volunteer leader must mark the information as such and APTA will make every endeavor to keep the information confidential unless confidentiality would preclude the Executive Committee from fairly evaluating the disclosure.

It is APTA’s prerogative, not the disclosing volunteer leader’s, to decide regarding corrective measures with respect to other interests. The Executive Committee may determine that disclosure by the volunteer leader may sufficiently offset any possibility of subjectivity or bias. Or, the Executive Committee may ask the volunteer leader to recuse themselves from any discussions, debate, or votes regarding matters impacted by the volunteer leader’s disclosure. Or, the Executive Committee could ask the volunteer leader to resign from his or her leadership position because the other interest is so pervasive and extensive that the volunteer leader’s participation in discussions, debates, or voting will adversely affect APTA’s governance.

If a leader fails to disclose a potential conflict or an actual conflict, he or she will be notified in writing by the Chair and Vice Chair of the offending conflict and provide the leader 30 days to respond in writing. Upon receipt of the leader’s response, the Chair and Vice Chair will conduct the necessary investigation to assist in them in determining whether the leader has not met the requirements set out in this policy. If the Chair and Vice Chair determine that a leader’s conduct has fallen below the requirements of this policy, they shall develop a recommendation for censure to provide to the Executive Committee, which may include: verbal reprimand; written reprimand; suspension from the leadership position for a period as determined by the Chair and Vice Chair (during such time the leader is barred from holding any type of leadership position in APTA); expulsion from the leadership position either permanently or for a period as determined by the Chair and Vice Chair (during such time the leader is barred from holding any type leadership position in APTA); or expulsion from APTA either permanently or for a period as determined by the Chair and Vice Chair (during such time the leader is barred from holding any type leadership position in APTA).

The recommendation of the Chair and Vice Chair shall be put forward for a vote by the Executive Committee. A leader may be censured as outlined above if a majority of the Executive Committee present votes in favor of the Chair and Vice Chair’s recommendation of censure. The censure action taken by the Executive Committee may be reversed by two-thirds of the Executive Committee present voting affirmatively to reverse the censure.

1. Ownership, employment, or volunteer or agency interest or involvement in a commercial entity or nonprofit organizations that competes with APTA:
2. Ownership, employment or volunteer or agency interest or involvement in a commercial entity or nonprofit organization that is or seeks to be, a vendor of products or services to APTA:
3. Position as spokesperson, consultant, employee, or agent for another commercial or nonprofit organizations that advances opposing or adverse public policy position from those of APTA:

Please use additional sheets of paper or attach explanatory documents, if appropriate. Please also indicate whether any information provided above should be kept confidential by APTA.

I hereby certify that this information is accurate and complete to the best of my knowledge and ability.

Date:____________________________

Signature:____________________________

Contract Signature Authority Policy

1. PURPOSE
The purpose of this policy is to set the authority limits to execute contracts for expenses by APTA staff.

2. SCOPE
a.This policy applies to all APTA staff, APTA President/CEO and the APTA Finance Committee.
b.This policy applies to all approved budget expenses.
c.This policy does NOT apply to unbudgeted expenses. For those expenses, the Out-of-Budget Policy must be followed.

3. REFERENCES
a.APTA Bylaws Article VII, Section A (“Organization”).
b.APTA Bylaws Article XI (“Appointed Officers”).

4. DEFINITIONS
Term:  APTA Staff
Definition: Includes APTA Program Managers, Senior Program Managers, Directors, Senior Directors, Vice Presidents and equivalent positions.

Term: APTA President/CEO
Definition: This is the President and Chief Executive Officer of APTA and serves at the discretion of the Board of Directors.

Governance Code of Ethics

This Governance Code of Ethics (the “Code”) applies to all American Public Transportation Association (“APTA”) officers, directors, and chairs of committees and to those of APTA’s affiliates and subsidiaries. The Code is a statement of goals and expectations for leaders’ behavior in governing APTA. The Code attempts to provide clear, easy-to-understand principles. Leaders are urged to inquire if any aspect of the Code needs clarification.

All affected leaders of APTA are expected to read the Code, understand it, and comply with its letter and spirit. Together with other applicable APTA policies, compliance with this Code will help protect APTA’s reputation for honesty and integrity. The Code cannot address every applicable law or provide answers to all questions that might arise. Leaders must ultimately rely on their good judgment of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. It should be noted that other documents such as APTA’s bylaws and other policies affect leaders’ conduct. Because APTA’s success depends upon maintaining its reputation, in many instances this Code goes beyond the requirements of law or other APTA policies.

The Code is not an express or implied contract of employment or agency, and it does not create any rights of any kind—such as contract rights, indemnifications rights, or intellectual property rights—between APTA and its leaders.

Compliance with Laws

Obeying the law, both, in letter and spirit, is one of the foundations on which the Association’s ethical standards are built. All leaders must respect and obey the laws of the District of Columbia in which APTA operates. Although not all leaders are expected to know the details of these laws, it is important to know enough to determine when to seek advice from counsel or others.

Conflicts of Interest

Overview

Personal or business activities, relationships, or other interests of leaders must not conflict or appear to conflict with the interests of APTA. Disclosure of other interests is crucial to maintaining a bias-free governance process by APTA for the benefit of its members. The Code does not specifically address the details of conflict avoidance, so leaders should act in good conscience and use sound judgment. When questions arise, they should seek guidance.

General Principles

Leaders are expected to disclose other interests per APTA’s Conflict of Interest Policy and disclosure procedures. Leaders are expected to cooperate in resolving any conflicts or potential conflicts as recommended by the Executive Committee. Failure to disclose a conflict or potential conflict of interest or failure to cooperate in resolving could result in the leader being removed from their leadership position.

Accounts and Record Keeping 

Overview

APTA’s financial records and reports should be accurate, timely, and in accordance with applicable laws and accounting rules and principles. APTA’s books must reflect all components of transactions as well as APTA’s high standard of insisting upon an honest and forthright presentation. These records are the basis for leaders’ management of APTA and for fulfilling their obligations to members, the public, and government entities.

General Principles

• Never falsify any document or distort the true nature of any transaction;
• All transactions must be supported by accurate documentation;
• All reports made to government authorities must be full, fair, accurate, timely, and understandable;
• Leaders must cooperate with audits of financial records; and
• To the extent estimates and accruals are necessary in APTA reports and records, they must be supported by appropriate documentation and be based on good faith judgment.

Use of APTA Assets

Overview

APTA assets are to be applied to APTA, not personal uses. Assets include APTA employees and their work product as well as APTA’s equipment, computers, and software. The occasional minor personal use of some APTA assets, such as a cell phone, is not an issue. The point is to recognize that theft or deliberate misuse of APTA assets is a violation of the Code.

General Principles

• Leaders may not take away from APTA any opportunity for financial gain that arises or is discovered because of the leaders’ positions in APTA or through the use of APTA property or information.
• Misuse of APTA assets may be considered theft and result in disciplinary or criminal prosecution.
• Before accepting payment for speeches or presentations related to APTA, leaders should always obtain advance authorization and approval from the APTA Executive Committee.
• APTA computer systems and equipment are for APTA use only. APTA assets should never be used for outside businesses, illegal activities, gambling or pornography. The use of APTA assets for the personal benefit of leaders or for the benefit of anyone other than APTA is permitted only with proper advance authorization and approval by the APTA Executive Committee.

Work with Outside Parties and Business Gifts 

Overview

Consistent with the obligations to act with integrity and honesty always, leaders should deal fairly and in good faith with all persons with whom APTA has transactions, business, or ventures. No leaders should take unfair advantage of anyone through misrepresentation or any unfair business practice. Leaders of APTA may be offered gifts, hospitality, entertainment from persons or entities with which APTA has relationships such as vendors, sponsors, advertisers, exhibitors, joint ventures, hospitality or transportation industry sales representatives or others. It is crucial to keep an arm’s- length relationship. Avoid accepting excessive or lavish gifts that may give the appearance of undue influence; acceptance of anything of more than trivial value should first have advance authorization and approval by the APTA Executive Committee. Every leader should avoid personal financial transactions with persons or entities that may influence the leaders’ ability to perform their duties objectively.

General Principles

The Code prohibit leaders from accepting any nontrivial gifts or entertainment in the context of APTA work. This is an area in which good judgment is critical. Modest holiday gifts are okay, but expensive trips are not. In addition, leaders must not accept any gifts in the form of cash, credit, discounts, or similar offerings for personal use. If a leader is uncertain about a gift, seek counsel or other guidance before accepting.Modest gifts or entertainment from persons or entities with which APTA has a relationship must support the legitimate interests of APTA and should be reasonable and appropriate under the circumstances.

Protecting APTA’s Nonpublic Information

It is the obligation of every APTA leader to safeguard APTA’s nonpublic information. Leaders should not share confidential information with anyone outside of APTA unless it is necessary as part of work responsibilities and then only pursuant to a nondisclosure agreement reviewed by counsel. Nonpublic information is any information that has not been disclosed or made available to the membership, public, or government agencies. Nonpublic information includes items such as financial data, plans for acquisitions or divestitures, evaluations of joint ventures, or other endeavors, personal information about leaders or members, material contracts, finance arrangements, real estate opportunities and/or major management changes.

Antitrust Compliance

Overview

It is the policy of APTA to comply strictly with the letter and spirit of all federal and District of Columbia laws and applicable international trade regulations and antitrust laws. Any activities of APTA or APTA officers, directors or committee chairs, or members that violate those regulations or laws are detrimental to the interests of APTA and are unequivocally contrary to APTA policy.

General Principles

APTA membership meetings, Board of Directors and Executive Committee meetings, and other committee meetings are to be conducted pursuant to agendas distributed in advance. Discussions should be limited to agenda items and there should be no substantive discussions of APTA matters other than at official meetings minutes of which shall be distributed to attendees.

All APTA activities or discussions shall be avoided that might be construed as tending to (1) raise, lower, or stabilize prices; (2) regulate production; (3) allocate markets; (4) encourage boycotts; (5) foster unfair trade practices; (6) assist in monopolization; or (7) in any way violate Federal or District of Columbia or applicable international trade regulations and antitrust laws.

No APTA officer, director, committee chair or member shall make any representation in public or private, orally or in writing, that states, or appears to state, an official policy or position of APTA without specific authorization and approval in advance by the APTA Executive Committee.Counsel is available to consult whenever potential antitrust issues arise.

Counsel attends APTA meetings to ensure compliance with the Code. The officers of the APTA Executive Committee shall investigate alleged violations of antitrust requirements and may take appropriate action such as suspension, removal or termination of membership in APTA.

Administration of the Code 

All APTA officers, directors, and committee chairs will receive a copy of the Code at the time they assume their positions within APTA. The APTA Executive Committee will review and approve any circumstance requiring special permission or a waiver of any provision of this Code.

Monitoring Compliance

Leaders should take all responsible steps to prevent Code violations. Leaders must report suspected Code violations to officers of the APTA Executive Committee and alert counsel. APTA does not permit retaliation of any kind against leaders, members or others acting in good faith reporting potential violations of the Code. Anyone who retaliates against another for reporting known or suspected violations of the Code will be in violation of the Code. Retaliation may also be a violation of the law, and as such, could subject both the individual offender and APTA to legal liability.

Investigations and Disciplinary Actions

Leaders who engage in behavior falling below the standards set out in this Code of Conduct will be notified in writing by the Chair and Vice Chair of the offending conduct and provide the leader 30 days to respond in writing. Upon receipt of the leader’s response, the Chair and Vice Chair will conduct the necessary investigation to assist in them in determining whether the leader has not met the Code of Conduct set out in this policy. If the Chair and Vice Chair determine that a leader’s conduct has fallen below the requirements of this Code of Conduct, they shall develop a recommendation for censure to provide to the Executive Committee, which may include: verbal reprimand; written reprimand; suspension from the leadership position for a period as determined by the Chair and Vice Chair (during such time the leader is barred from holding any type of leadership position in APTA); expulsion from the leadership position either permanently or for a period as determined by the Chair and Vice Chair (during such time the leader is barred from holding any type leadership position in APTA); or expulsion from APTA either permanently or for a period as determined by the Chair and Vice Chair (during such time the leader is barred from holding any type leadership position in APTA).

The recommendation of the Chair and Vice Chair shall be put forward for a vote by the Executive Committee. A leader may be censured as outlined above if a majority of the Executive Committee present votes in favor of the Chair and Vice Chair’s recommendation of censure. The censure action taken by the Executive Committee may be reversed by two-thirds of the Executive Committee present voting affirmatively to reverse the censure.

Amendments and Modifications

APTA reserves the right to amend, alter, or terminate this Code at any time and for any reason after notice to the Board of Directors.I hereby certify that I have reviewed the Governance Code of Ethics, I understand what is expected of me as a volunteer leader for APTA, and I agree to adhere to this Governance Code of Ethics as long as I am in this leadership position.

____________________________ Signature _______________________________Date

Legislative Committee Chair Appointment Policy

1.PURPOSE
The purpose of this policy is to provide an exception to the APTA bylaws regarding the appointment of the Legislative Committee Chair. 

2.SCOPE
a.This policy applies to the Legislative Committee only.

3.REFERENCES
a.APTA Bylaws Article VII, Section B (“Committee Membership”).
b.APTA Bylaws Article IX, Section A (“Composition of the Executive Committee”).

4.RESPONSIBILITIES
a.APTA Chair:

1. In consultation with the APTA Vice-Chair, selects the chair of the Legislative Committee.

5.PROCEDURES
APTA’s bylaws indicate committee membership is determined by a committee’s leadership, in the case of the Legislative Committee, the APTA Chair shall appoint the Chair of the Legislative Committee before the end of the current Chair’s term. Given the breadth and scope of the activities carried out by the Legislative Committee, it is in the best interests of APTA to have the APTA chair, in consultation with the APTA Vice-Chair, appoint the Chair of the Legislative Committee.

Certification of Secretary/Treasurer

I hereby certify that the above “Board of Directors’ Attendance Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.

This 11 day of  June, 2017

Printed name: Kim Green

Acknowledgment of APTA Chair

This 11 day of  June,2017

Printed Name: Doran J. Barnes

Signature: _______Signature on file_____________

APTA Chair​​​​​

Out of Budget Policy

1.PURPOSE 
The purpose of this policy is to clarify the roles and responsibilities of staff and the Leadership (Finance Committee, Executive Committee and Board of Directors) when there is a need to modify expenses outside of the approved budget.

2.SCOPE
a.This policy applies to the Finance Committee, the Executive Committee, the Board of Directors, APTA Affiliate organizations, and APTA Staff.
b.All modifications to the budget must adhere to current financial policies including approval/signature authority for contracts and expenses.
c.All modifications to the budget must adhere to the procurement policy.
d.All modifications to the approved budget must be reviewed by the finance office prior to final approval as outlined in this policy.

3.REFERENCES 
a.APTA Bylaws Article VII, Section A (“Organization”).
b.APTA Bylaws Article VIII, Section A (“Board of Directors”).
c.APTA Bylaws Article IX, A and E (“Executive Committee”).

4.DEFINITIONS
Term: Out-of-Budget
Definition: The budget is comprised of assumptions based on historical information as well as planned activity included in the business plan. As the year progresses, there may be a need to modify, eliminate or add to the approved budget. For example, a budget modification may be a new program, a new or continuing grant opportunity or a change in the organization’s priorities.

5.RESPONSIBILITIES
a. Finance Committee

1. Responsible for monitoring financial expenditures of APTA.
2. Approve modifications to the budget within financial authority.
3. Recommend approved budget modifications to the Board.

 
b. Executive Committee

1. Review and recommend approval of budget modification recommendations from Finance Committee.
2. Receive and review financial reports from Finance Committee.

 
c. Board of Directors

1. Review and approve budget modifications over $100,000.00.
2. Receive reports from the Finance Committee.

 
d. APTA Staff

1. Develop and manage annual budget for APTA and its affiliate organizations in accordance with approved financial policies.
2. Reports on the financial results compared to budget on a regular basis to the Finance Committee, Executive Committee and Board of Directors.

 
6.PROCEDURES 
All expense budget modifications up to $100,000 may be approved by the President/CEO subject to available revenue offsets to support expenses. All requests must follow the approval authority limits. The authority to approve new expense requests without revenue offsets that were not included in the approved budget is as follows:

• Up to $25,000 – President/CEO has authority to approve
• $25,000- $50,000 – President/CEO has authority to approve with notice to the Finance Committee.
• $50,000- $100,000 – President/CEO has authority with prior approval and consent by the Finance Committee Chair.
• $100,000 and above – requests must be submitted to the Board of Directors for approval.

All expenses proposed by APTA Leadership outside of the annual approved budget must be submitted and approved by the Board of Directors.
Certification of Secretary/Treasurer

I hereby certify that the above “Board of Directors’ Attendance Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.

This 10 day of  June, 2017

Printed name: Kim Green

Signature: ______Signature on file______________

Secretary/Treasurer​

Acknowledgment of APTA Chair

This 10 day of  June,2017

Printed Name: Doran J. Barnes

Signature: _______Signature on file_____________

APTA Chair

Policy on Approval of New Membership Applications

1. PURPOSE
The purpose of this policy is to ensure the timely, efficient processing of new member applications submitted to APTA.

2. SCOPE
a. This policy applies to all new membership applications.
b. This policy applies to the Membership Application Review Subcommittee (“MSARS”), the Executive Committee, the Board of Directors, and APTA staff.

3. REFERENCES
a. APTA Bylaws Article III, Section A (“Admission to Membership”).

4. RESPONSIBILITIES
a. APTA membership staff:

1. Receives applications and review all information pertaining to the membership category being selected and the information provided to establish the correct dues;
2. Creates a membership record for each new applicant ensuring complete information is included in each membership record including documentation related to DBE/WBE/MBE certification status, if appropriate;
3. Creates a list of new membership applications for review by MSARS.
4. Processes membership applications receiving approval from MSARS and no objections from the Executive Committee.

b. APTA MSARS:

1. Receives membership reports from APTA membership staff and approves or denies memberships, as appropriate.
2. Transmits membership approvals and denials report to the Executive Committee.

c. APTA Executive Committee:

1. Receives report of MSARS membership approvals and responds in 14 business days with any concerns. If no response after 14 business days, membership approval by MSARS stands.

 
5. PROCEDURES
APTA membership staff are responsible for reviewing membership applications in accordance with APTA bylaws requirements. APTA membership staff will also discuss with the applicant the services and benefits of membership. APTA membership staff will create a report with all the membership applications ready for approval or denial. MSARS will review the report and approve or deny memberships, as appropriate. MSARS will submit its membership report including all approvals and denials to the Executive Committee. Executive Committee members have 14 business days to voice any objections regarding the membership report. If there are no objections or responses to the MSARS membership report, then the approval or denial is permanent and final processing of the membership applications will take place. If there is an objection to a membership approval or denial, then the specific membership application will be calendared for discussion at the next Executive Committee meeting.

Certification of Secretary/Treasurer

I hereby certify that the above “Board of Directors’ Attendance Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.

This 7 day of October, 2017

Printed name: Kim Green

Signature: ______Signature on file______________

Secretary/Treasurer

Acknowledgment of APTA Chair

This 7 day of October,2017

Printed Name: Nathaniel P. Ford, Sr.

Signature: _______Signature on file_____________

APTA Chair

Policy on Board of Directors’ Meeting Notification

1.PURPOSE

The purpose of this policy is to set forth procedures regarding what constitutes “reasonable notice” for Board meetings.

2.SCOPE

a.This policy applies to all Board meetings.

b.This policy does not impact the specific timeframes for meeting notification for Executive Committee meetings as outlined in APTA bylaws.

c.This policy does not impact the specific timeframes for meeting notification for special meetings of the Board as outlined in APTA bylaws.

3.REFERENCES

a.APTA Bylaws Article IV, Section A (“Meetings”).

b.APTA Bylaws Article VIII, Section E (“Board of Directors”).

4.RESPONSIBILITIES

a.APTA Staff:

1. Prepares Board agenda and materials.
2. Transmits Board agenda and materials to APTA Board members.
3. Posts Board agenda and materials to secure website available to APTA Board members.

b.APTA Officers:

1. ​Works with APTA staff to develop and finalize Board agenda for distribution.

 
5.PROCEDURES

APTA staff will provide at least 30 calendar days’ notice of the Board meeting date, time, and location. Not less than 15 calendar days before the meeting, APTA staff will distribute a draft agenda to the APTA Officers. Upon approval, the final Board agenda along with supporting materials will be distributed to Board members not less than 7 calendar days before the Board meeting. Simultaneously, such agenda and supporting materials will also be posted to the APTA Board member website.

Certification of Secretary/Treasurer

I hereby certify that the above “Board of Directors’ Attendance Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.

This 11 day of  March, 2017

Printed name: Kim Green

Signature: ______Signature on file______________

Secretary/Treasurer​

Acknowledgment of APTA Chair

This 11 day of  March,2017

Printed Name: Doran J. Barnes

Signature: _______Signature on file_____________

APTA Chair​​​​

Policy on Legal Counsel Representation

 
1. PURPOSE
The purpose of this policy is to set out the reporting relationship between APTA’s General Counsel, the Board of Directors, the Executive Committee and the President & CEO.

2. SCOPE
This policy applies to the General Counsel, the Board of Directors, the Executive Committee and the President & CEO.

3. REFERENCES
District of Columbia Rule of Professional Conduct 1.13 and D.C. Ethics Opinion 305

4. DEFINITIONS
Term: General Counsel

Definition: Black’s Law dictionary defines General Counsel as “a senior partner in a law firm or the firm’s full-time employee who is a senior lawyer representing the firm.” For purposes of this policy, APTA’s General Counsel is a full-time senior lawyer that represents APTA.

5. RESPONSIBILITIES
a. General Counsel—
Provides legal advice and counsel to APTA’s Board of Directors and its Executive Committee as well as the President & CEO in their capacity as the executive leading APTA. The General Counsel represents APTA and does not represent individual members of APTA.

b. President & CEO—
Serves as supervisor for the General Counsel regarding work responsibilities for APTA. The President & CEO utilizes the General Counsel to carry out strategic initiatives and the day-to-day management of APTA. The General Counsel provides legal advice to the President & CEO regarding APTA matters; however, the General Counsel does not provide legal counsel to the President & CEO regarding personal matters.

c. Executive Committee and Board of Directors—
Seeks legal counsel from the General Counsel regarding a variety of matters before the association. While the General Counsel is the primary legal advisor to the Executive Committee and Board of Directors, the Executive Committee may also seek outside counsel as allowed by the APTA bylaws.

6. PROCEDURES
Within APTA, there is only one senior attorney that provides legal advice to the Board of Directors, Chair, the President & CEO and other senior management at APTA. The General Counsel has a fiduciary responsibility to provide legal advice to APTA that benefits the association and not one individual or entity within APTA.

A General Counsel is typically the head of a legal department and is responsible for the legal affairs of the entire organization. The District of Columbia Rule of Professional Conduct 1.13 and D.C. Ethics Opinion 305 provide that a lawyer who represents a trade association or other similar organization “represents the organization acting through its duly authorized constituents” and “is deemed to represent that specific entity and not its members or other constituents.” Information obtained by the trade association’s attorney during their duties is protected by attorney-client privilege and the lawyer has a duty to maintain the trade association’s confidences. Further, a lawyer for a trade association is not prohibited from representing the trade association in a matter adverse to a member so long as the attorney advises the member of the conflict or potential conflict and advises them to obtain independent representation.

With the passage of APTA’s revised bylaws on May 7, 2017, the position previously known as “Chief Counsel” will be renamed as “General Counsel” consistent with this policy.

Certification of Secretary/Treasurer

I hereby certify that the above “Board of Directors’ Attendance Policy” was adopted by the Board of Directors of APTA at a properly called meeting with an appropriate quorum present.

This 7 day of October, 2017

Printed name: Kim Green

Signature: ______Signature on file______________

Secretary/Treasurer

Acknowledgment of APTA Chair

This 7 day of October, 2017

Printed Name: Nathaniel P. Ford, Sr.

Signature: _______Signature on file_____________

APTA Chair

President/CEO Evaluation Policy

1. PURPOSE
The purpose of this policy is to set forth the policy for evaluating the President/CEO and the respective roles and responsibilities of the subcommittee, Executive Committee, and Board of Directors.

2. SCOPE
This policy applies to the President/CEO Evaluation Subcommittee, the Executive Committee, and the Board of Directors. This policy replaces the President/CEO Compensation Subcommittee Policy.

3. REFERENCES
a. APTA Bylaws Article VII, Section A (“Organization”).

b. APTA Bylaws Article XI, Section A (“Appointed Officers”).

4. DEFINITIONS
President/CEO Evaluation Subcommittee (“the subcommittee”) is defined as a subcommittee of the Executive Committee of the Board of Directors charged with the evaluation of the President/CEO of APTA through an objective, timely, and performance-based system. The subcommittee will consist of the Chair, Vice Chair, Secretary/Treasurer, Immediate Past Chair, Chair of the Transit Board Members Committee, and Chair of the Business Members Board of Governors Committee. At the discretion of the Chair, two additional Executive Committee members may be appointed.

5. RESPONSIBILITIES
a. APTA Chair

1. Oversees the work of the President/CEO Evaluation Subcommittee.
2. Refers recommendations from the subcommittee to the Executive Committee for approval.
3. Reports to the Board of Directors after the evaluation process.

b. Executive Committee

1. Reviews, assesses, and refines recommendations from the subcommittee.
2. Approves mid-year and final evaluation of the President/CEO, including any compensation adjustments.

c. Board of Directors

1. Receives report from the Chair regarding final President/CEO performance review and compensation adjustments.

d. Subcommittee

1. Develops and recommends annual performance criteria for the President/CEO.
2. Develops and recommends incentive compensation percentages, if any.
3. Conducts semi-annual and annual performance evaluations.

6. PROCEDURES
During the Legislative Conference each year the subcommittee will meet to establish draft performance criteria for the President/CEO for the upcoming performance period that matches APTA’s fiscal year of July to June. The subcommittee will provide the draft performance criteria to the President/CEO. The Executive Committee will consider the subcommittee’s draft performance criteria and any President/CEO’s suggested edits during the Spring Executive Committee meeting. The performance evaluation criteria for the fiscal year beginning July 1 will be approved by the Executive Committee and delivered in writing to the President/CEO after Executive Committee action at their spring meeting. In the event the President/CEO is hired less than six months before the end of the APTA fiscal year, then the first evaluation m may be less than 12 months to ensure the President/CEO is evaluated during the same timeframe as other APTA staff. If this occurs, the President/CEO will not receive incentive compensation for any evaluation period six months or less.

The subcommittee will conduct a mid-year review of the President/CEO’s performance after six months and will report on this review to the Executive Committee. To accomplish this, the President/CEO will submit a written evaluation of their mid-year performance to the subcommittee at least 14 calendar days before the expiration of their six-month anniversary. The President/CEO will receive feedback from the Chair regarding their midyear performance after the Executive Committee considers it. The mid-year review will include 360 feedback from internal and external stakeholders.

For the final performance assessment, the President/CEO will submit to the subcommittee their written self-evaluation of annual performance at least 15 calendar days before the expiration of their twelve-month anniversary. In addition, the subcommittee will solicit 360 feedback from APTA Vice Presidents, APTA leadership, members, and external stakeholders (e.g. Congress, chambers of commerce, etc.) regarding the President/CEO’s performance over the year in a format proscribed by the subcommittee. The subcommittee will review the self-evaluation, and 360 feedback to evaluate the President/CEO’s overall performance. Upon review and consideration by the Executive Committee, the President/CEO will receive feedback from the Chair and Vice Chair in a face-to-face meeting regarding their annual performance including any adjustments to evaluation. After the evaluation process, the Chair shall provide a report to the Board of Directors.

A. Evaluation Framework 
APTA’s President/CEO will provide the highest quality of services possible to all its members,both public and private sectors, and customers and stakeholders. The person must be informedon the issues facing the industry, and leading a team of world-class subject matter experts acrossthe many facets of our industry. The President/CEO’s formal performance evaluation process and structure should promote benefits that include: aligning the strategic direction set by APTA’s Board of Directors with the President/CEO’s capabilities; promoting better relationships with theBoard to ensure an appropriate and productive collaboration; setting an example of accountability for the organization; demonstrating that performance management is a core value and culture of the organization; and encouraging the President/CEO’s personal development. Evaluating the President/CEO’s performance generally includes targets or expectations related to leadership and management; relationship with the Board; strategic planning and execution; financial performance; internal management and relationships; external relationships; and communications. The evaluation and assessment of the President/CEO is based on the scope and responsibilities outlined in the job description. (See Attachment A.)

Travel Policy

APTA POLICY ON TRAVEL EXPENSE REIMBURSEMENT FOR EXECUTIVE COMMITTEE MEMBERS AND OFFICERS 
(Adopted by the Executive Committee on May 6, 2000) 

Revised – March 13, 2010 

Revised– May 14, 2016 

1.The Officers and members of the Executive Committee of the Association are expected to participate in more activities than would be the case for most Association members. Many of these activities require travel which results in corresponding travel expenses. The purpose of this policy is to provide an offset for some, but not all of the additional expense related to carrying out these duties.

2. In this policy, the “Officers” shall be defined to include the Chair, Vice Chair, Immediate Past Chair and the Secretary-Treasurer.

3. It is expected that the Officers and Executive Committee Members will attend the Annual Conference, the Legislative Conference, the Rail Conference and the Bus Conference, at a minimum, to participate in Executive Committee meetings and/or Board meetings. Officers and Executive Committee Members are strongly encouraged t​o participate in all conference activities. Officers and Executive Committee Members shall be responsible for all expenses associated with attending these events, including conference registration fees, with the exception of any group meals planned by APTA.

4. It is expected that the Officers of the Association and Executive Committee Members will attend an annual Executive Committee Retreat. APTA shall be responsible for expenses related to lodging and group meals. Executive Committee members may request reimbursement for all other expenses such as, individual meals, airfare, taxis to and from airport/hotel

5.It is expected that each year the Officers and Executive Committee Members will attend approximately two Executive Committee meetings and one meeting of the Board of Directors which will be held independent of the major meetings. Executive Committee Members shall be responsible for all expenses associated with attending these meetings. Executive Committee members are strongly encouraged to attend these meetings in person, however, every effort will be made to provide an option to participate virtually. As the Officers are required to attend in person to lead these meetings and they should not participate virtually, APTA shall be responsible for all expenses related incurred by the Officers for their attendance at the meetings.

6.It is encouraged that the four Officers will make every effort to attend the Transit Board Members Seminar, the Business Member Board of Governors Annual Meeting, and the Transit CEO’s Seminar. ATPA shall reimburse for all expenses incurred by the Officers for their attendance at two of these three events annually. APTA will not reimburse for the meeting the individual officer would usually attend by virtue of their role in the industry. For example, if a Transit Board Member held the position of Chair of APTA, APTA would not reimburse that individual for their participation in the Transit Board Members Seminar as it is anticipated that individual would attend the seminar irrespective of holding the position of APTA Chair.

7.APTA staff is directed to obtain the most cost effective hotel contracts for all conferences and seminars. Complementary services provided by hotels as part of a master contract should be focused on securing complementary standard rooms for APTA staff and to maximize complementary conference services, resulting in the lowest possible total cost to APTA.

8.APTA’s may reimburse the Officers for travel expenses and registration fees incurred in connection with congressional committees, or meetings in North America with outside groups of importance to the Association. APTA’s may reimburse the Officers for travel expenses incurred in connection with APTA meetings, workshop and seminars provided that the Officer is carrying out a specific activity related to the work of the Board of Directors. Any travel under this section must be approved by the Chair and such reimbursement shall be limited to an amount established at the time the Association’s annual operating budget is approved. Before authorizing travel, the Chair is expected to communicate with the President and Secretary-Treasurer concerning the status of the budget.

9.In connection with the Canadian Urban Transit Association’s Annual Meeting, APTA will reimburse direct travel expenses for the Chair and Vice Chair. If either the Vice Chair or Vice Chair is not able to participate in this meeting, APTA shall reimburse the direct travel expenses of the Immediate Past Chair.

10.In connection with the biennial meeting of the Union International des Transport Publics (UITP), APTA will reimburse direct travel expenses including the early bird registration fee for the Chair, and Vice Chair. If either the Chair or Vice Chair is not able to participate in this meeting, APTA shall reimburse the direct travel expenses of the Immediate Past Chair.