ARTICLE I

PURPOSE

Friends of Detroit Animal Care and Control (FoDACC) actively encourages the service and participation of leaders from a broad and diverse constituency of entities with which FoDACC partners to further its mission. Such service enhances the ability of FoDACC to fulfill its mission, by providing valuable expertise and experience in a variety of relevant fields and communities.

At the same time, FoDACC considers it important that there be full understanding and confidence in the way its work is conducted, that adequate steps are taken to assure that all actions are for the benefit of others, and that no Director, Officer or Senior Executive has, or is perceived as having any divided loyalty or other interest which may be in conflict with his or her duties to FoDACC.

To best serve these purposes, FoDACC and each of its Directors, Officers, and Senior Executives (as hereinafter defined) recognize that it is important to provide full disclosure of any affiliation with any institution with which FoDACC is transacting or will transact business, or with respect to which there is presented an actual or potential conflict of interest, and to avoid participation in FoDACC’s decisions affecting such other institutions or its interests.

The purpose of this Policy is to protect FoDACC’s interest and reputation when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an Officer, Director or Senior Executive of FoDACC. Directors, Officers and Senior Executives are expected to remain free of interests or relationships that may be, or appear to be, detrimental to the best interest of FoDACC.

This Policy is intended to supplement but not replace any applicable state or federal laws governing conflicts of interest applicable to nonprofit and charitable corporations

ARTICLE II

DEFINITIONS

1. Interested Person
Any Director, Officer, or Senior Executive who has a direct or indirect Interest, as defined below, or a family Member (as hereinafter defined) of any such individual, is an Interested Person. With respect to grants and program services contracts with other nonprofit organizations or entities, Interested Person shall include any Director, Officer and Senior Executive who either directly serves, or has a Family Member (as hereinafter defined) who serves, on the Board of Directors or as an officer of the recipient organization or entity.

2. Interest
Whether a Director, Officer or Senior Executive has an Interest in an entity shall be determined in part by whether that person could derive individual economic benefit, an institution with which such person is affiliated could derive an economic benefit, or a Family Member could derive individual economic benefit, either directly or indirectly, from any transaction involving such entity or any decision on a matter involving such entity by the Board of Directors or a Committee thereof. A person has an Interest if he or she, directly or indirectly, through business or investment, or if a Family Member (as hereinafter defined):

1. has a 35% or greater ownership or investment interest in any entity; or

2. has a potential ownership or actual investment interest in, or compensation arrangement with, any entity or individual with which FoDACC has or is negotiating a transaction or arrangement; or

3. serves as an officer, director or trustee of a for-profit or not-for-profit corporation, other than FoDACC

For purposes of calculating a 35% ownership or investment interest, the interests of Interested Persons and Family Members shall be aggregated. Compensation includes direct and indirect remuneration, as well as gifts or favors that are substantial in nature. Examples that satisfy the 35% ownership or investment interest include the following: a corporation in which a person owns more than 35% of the total combined voting power, a partnership in which a person owns more than 35% of the profits interest and a trust or estate in which a person owns more than 35% of the beneficial interest.

An Interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has an Interest may have a conflict of interest only if the Board of Directors or another committee designated by the Board therefor or any other applicable Committee decides that a conflict of interest exists.

3. Senior Executives
The term Senior Executive as used herein shall mean all employees with the title Vice President, Treasurer, and President.

4. Family Member
The term Family Member as used herein shall mean, as to any person, (i) his or her spouse, parents, grandparents, children (whether natural or adopted), step-children, siblings (whether whole or half-blood), grandchildren, great-grandchildren and spouses of siblings, children, grandchildren and great-grandchildren; (ii) any member of his or her household; and (iii) any of his or her dependents.

ARTICLE III

PROCEDURES

1. Duty to Disclose

1. All Directors, Officers, Senior Executives will be asked to answer a written disclosure statement upon joining the Board of Directors, or upon commencing employment with FoDACC, and thereafter on an annual basis (a “Disclosure Statement”), disclosing all Interests, including but not limited to, all Interests that the person might have directly or indirectly, through business, investment or a Family Member in any corporation, organization, partnership or other entity which provides professional or other goods or services to FoDACC for a fee or other compensation, and any position or other material relationship such person may have with any not-for-profit corporation with which the corporation has a transaction or arrangement or with which the corporation is negotiating a transaction or arrangement (a “Conflict of Interest”).

2. In connection with any actual or possible Conflicts of Interest or Interest, an Interested Person who is a Director or Officer must disclose the existence of his or her Interest and must be given the opportunity to disclose all material facts to the Board of Directors or members of a duly Board-authorized committee thereof considering the proposed transaction or arrangement. In the case of an Interested Person who is a Senior Executive, such person must disclose his or her Interest to the individuals responsible for making the decision with respect to the transaction.

3. If a person who may have a Conflict of Interest or Interest is not aware of it, it is the responsibility of other Directors, Officers, or Senior Executives to raise the issue.

4. It is expected that Directors, Officers, or Senior Executives who complete Disclosure Statements will submit a revised Disclosure statement noting any changes in the form, including in employment status (e.g., a new job, retirement) and board participation (i.e., joining or leaving a corporate or nonprofit board of directors).

3. Violations of this Policy

1. If the Board or another applicable Committee thereof has reasonable cause to believe that a Director, Officer or Senior Executive has failed to disclose actual or possible Conflicts of Interest, he/she/it shall inform the individual of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose.

2. If, after hearing the response of the individual and making such further investigation as may be warranted under the circumstances, the Board or the Committee thereof determines that the individual has in fact failed to disclose an actual or possible Conflict of Interest, they shall recommend the appropriate disciplinary or corrective action.

ARTICLE IV

RECORDS OF PROCEEDINGS

The minutes of all Board and Committee meetings shall contain:

1. The names of the persons who disclosed or otherwise were found to have a Conflict of Interest or Interest in connection with an actual or possible Conflict of Interest, the nature of the Interest, any action taken to determine whether a conflict of Interest was present, and the Board’s or Committee’s decision as to whether a Conflict of Interest in fact existed.

2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

ARTICLE V

COMPENSATION

1. A voting member of the Board of Directors who receives compensation, directly or indirectly, from FoDACC for services is precluded from voting on matters pertaining to that member’s compensation.

2. Officers and Directors who receive compensation, directly or indirectly, from FoDACC, whether as employees or independent contractors, are precluded from membership on any Committee whose jurisdiction includes compensation matters.

3. No Director, either individually or collectively, is prohibited from providing information to the Board of Directors regarding compensation for Directors for their services as directors.

ARTICLE VI

DISCLOSURE STATEMENTS

1. The President or his or her designee, will be responsible for: a) circulating to all Directors, Officers, and Senior Executives covered by this Policy the required Disclosure Statement after the close of each fiscal year. The President or his or her designee shall provide an annual summary report of all related party transactions to the Board of Directors and applicable Committee, and the Board of Directors shall receive the written summary materials relating thereto.

2. Board members who do not provide a completed, signed Disclosure statement after two or more attempts to obtain the statement by the deadline provided may lose their voting privileges, at the discretion of the Board of Directors and may not attend another Board meeting until they have completed and signed the statement.

PURPOSE

Friends of Detroit Animal Care and Control requires board members, committee members and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities, and all directors, committee members and volunteers to comply with all applicable laws and regulatory requirements.

REPORTING RESPONSIBILTY

Friends of Detroit Animal Care and Control seeks to have an “Open Door Policy” and encourages board members and volunteers to share their questions, concerns, suggestions, or complaints regarding Friends of Detroit Animal Care and Control and its operations with someone who can address them properly. In most cases, a board member or committee member should present his or her concerns to the President of the Board. The Executive Director is generally in the best position to address an volunteer’s area of concern. However, if a board member is not comfortable speaking with the Board President or is not comfortable with the Board President’s response, or if a volunteer is not comfortable speaking with the Executive Director or if the volunteer is not satisfied with the Executive Director’s response, the board member, committee member or volunteer is encouraged to speak with anyone on the Board whom the volunteer is comfortable in approaching, or to directly contact Friends of Detroit Animal Care and Control’s outside legal counsel, whose contact information can be obtained from the Executive Director.

NO RETALIATION

No board member, committee member, or volunteer who in good faith reports a violation of a law or regulation requirement shall suffer harassment, retaliation, or adverse consequence. A volunteer who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination. This Whistleblower Policy is intended to encourage and enable persons to raise serious concerns within Friends of Detroit Animal Care and Control prior to seeking resolution outside of Friends of Detroit Animal Care and Control.

COMPLIANCE OFFICER

Friends of Detroit Animal Care and Control’s Executive Director, working with the President of the Board, will act as the Compliance Officer. The Compliance Officer is responsible for investigating and resolving all volunteer complaints and allegations concerning violations of the Principles and/or Code. The Board President or his or her designee will take on the Compliance Officer role if the complaint involves the Executive Director. If the complaint involves both the Executive Director and Board President, outside legal counsel or another appointed board member will carry out the functions of the Compliance Officer.

ACCOUNTING AND AUDITING MATTERS

The Treasurer of the Board of Directors shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Compliance Officer shall immediately notify the Treasurer of any such complaint and work with him/her until the matter is resolved.

REQUIREMENT OF GOOD FAITH

Anyone filing a complaint concerning a violation or suspected violation of the law or regulation requirements 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.

CONFIDENTIALITY

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

HANDLING OF REPORTED VIOLATIONS

The Compliance Officer, or the person responsible for carrying out the Compliance Officer’s role with respect to a reported or suspected violation, will acknowledge receipt of the reported violation or suspected violation by writing a letter (or email) to the complainant within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

Our DEI Statement of Intent

Diversity, Equity, and Inclusion is Essential for a Just and Humane Society.

At Friends of Detroit Animal Care and Control (Friends of DACC), we believe change is long overdue. As a volunteer group that wants to build a more compassionate world, silence and indifference over racism, sexism, homophobia, ableism, classism, and other forms of oppression are against the very foundation of our organization. We are committed to lead by example and push for real change in our organization.

Why We Care About Diversity, Equity, and Inclusion

We understand that creating a culture of inclusion and belonging–where people’s unique backgrounds, experiences, and perspectives are valued, respected, and seen as an asset–helps us serve our community and animals better. Improving the lives of animals is tied to the well-being of people and the protection of our shared environment. A focus on DEI will help us address access to care challenges, strengthen the human-animal bond, and build a more caring society.

Understanding and Overcoming Challenges

Organizational and individual change is challenging. Despite this, we are committed to following through. We will not settle for quick fixes that do not make a real difference. Instead, we will strive to push for long-term, meaningful change.

Our Approach

Build a diverse volunteer force that is representative of the community we serve.

Foster a culture of inclusion and belonging for all members of our community, namely volunteers, foster parents, adopters, board members, supporters, and donors.

Embed DEI framework within all policies, programs, practices, and services.

Definitions of Diversity, Equity, and Inclusion

Diversity

Diversity is about recognizing the unique dimensions, qualities, and characteristics we all possess. Federal protected classes serve as essential reference points; however, we believe that to promote diversity genuinely, we must strive to take into account the entire range of human differences based on everyone’s distinctive background, identity, and lived experiences.

Equity

Equity is about promoting fair, just, and impartial treatment and access to opportunities and resources. Rather than treating everyone the same, equity is about levelling the playing field by identifying and addressing systemic barriers and discrimination at the individual, interpersonal, and organizational levels.

Inclusion

Inclusion is about building and sustaining a nurturing and safe environment where all people can bring their full self to work and reach their full potential. Authentic inclusion requires real accountability and meaningful change.

Friends of DACC policy, Federal and Michigan law and DACC policy prohibit unlawful, disrespectful, or unprofessional conduct based on an individual’s race, religion (including religious dress and grooming practices), creed, color, sex/gender (including pregnancy, childbirth, breastfeeding, or related medical conditions), sex stereotype, gender identity/gender expression/transgender status (including whether or not you are transitioning or have transitioned), sexual orientation, national origin (including language use restrictions and possession of a driver's license issued to persons unable to prove their presence in the United States as authorized under federal law), ancestry, physical or mental disability or impairment that substantially limits one or more major life activities, medical condition, genetic information/characteristics, marital status/registered domestic partner status, age, military or veteran status, or any other basis protected by federal, state, or local law or ordinance or regulation, collectively “protected classes.”

The policy also prohibits unlawful, disrespectful, or unprofessional conduct based on the perception that anyone has any of those protected class characteristics, or is associated with a person who has or is perceived as having any of those characteristics. This policy also prohibits intentional behavior that hurts, harms, or humiliates another person either physically or emotionally. The preceding conduct violates DACC policy.