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.
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.
a. APTA Bylaws Article II, (“Objectives”).
b. APTA Bylaws Article V, Paragraph E, Subparagraph 2 (“Withdrawal, Suspension, and Expulsion”).
a. Board of Directors:
- Adhere to the highest standards of ethical and professional behavior;
- 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;
- 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
- 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:
- Receives complaints regarding conduct of Board members falling below the standards set out in this Code of Conduct;
- Investigates alleged misconduct by a Board member;
- Prepares written documents regarding the alleged conduct by the Board member and requests a written response from the Board member; and
- Receives Board member’s written response and develops recommendations for censure for Executive Committee vote.
c. APTA General Counsel:
- Responsible for ensuring that the association is operated in accordance with the District of Columbia statutes and regulations;
- Distributes APTA’s policies and procedures to all Board members and responds to inquiries regarding the same;
- Assists Board of Directors with orientation regarding Code of Conduct requirements; and
- 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______________
Acknowledgment of APTA Chair
This 7 day of October,
Printed Name: Nathaniel P. Ford, Sr.
Signature: _______Signature on file_____________