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
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.
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
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.
- 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
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.
- 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
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.
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.
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.
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.
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