USA Track & Field
Joint Meeting: Ethics Committee and Associations Committee
December 6, 2013
Drafting an Ethics Plan for Your Association
Workshop Objectives:
 Why do you need a Code of Ethics (“COE”) and/or Conflicts of Interest (“COI”) provisions?
 Codes of Ethics are aspirational in nature---intended to inspire and guide leadership and provide a
more transparent means of doing business. Success is often the result of voluntary compliance not
formal enforcement mechanisms.
 What is included?
 What works best for your association (simple models to complex models)?
 Codes of Ethics and Conflicts of Interest policies evolve over time based upon experience.
 There are many possible individual variations both as to what you might choose to include in
your Code
 The workshop won’t provide you with legal advice or answer all of your questions. It is intended
to get you started, provide you with guidance and background, and examples to help you work
within your Association to draft a Code that will meet your needs. Whatever you produce, have a
local attorney, licensed in your jurisdiction work with you to get to the final product.
The Attachments:
 A Code of Ethics template which includes provisions relating to conduct and conflicts of interest.
The template includes explanatory notes and questions for you to consider in your drafting.
 Examples of alternative language which you might consider. Remember: one size doesn’t
necessarily fit all. What works best for you?
 A copy of USATF Regulation 16 g. This provision provides the authority that allows the Ethics
Committee to Act. An Association Ethics Committee should have a similar grant of authority.
Ethics Committee Authority:
 What can the Committee do, and where does this authority come from? Some examples:
o Review, recommend and maintain the COE
o Provide education and training to members
o Investigate ethical complaints
o Render advisory opinions regarding ethical issues
o Monitor compliance with annual reporting requirements
o Report to the governing body
o Who can serve on the committee? Term of office?
Sample Topics for COE/COI:
 Statement of Purpose: why is a code necessary? Include aspirational language to guide conduct,
and indicate that it is not all inclusive.
 Statement of Authority---what the committee can do if not stated elsewhere.
 Definitions: who is covered by the COE/COI? Examples: board members, committee chairs,
committee members, others?
 Code of Conduct: guiding conduct—usually relating to business matters. There can be some fine
lines between a conduct violation under the COE and under other provisions of Association
bylaws or regulations (more appropriate for grievance process not ethics). Care must be taken to
distinguish these behaviors.
 Conflicts of Interest: real and potential are usually covered. Some COI provisions are stand alone,
found in separate policies or bylaws and not as part of the COE. In other cases, COI language is
general and not specific. In still other cases, the governing board might reserve to itself the ability
to waive the COI provisions in certain cases.
 Duty to disclose: persons covered by the COE/COI have an obligation to report annually about
possible COI and to supplement these disclosures during the year if a conflict should arise.
 Complaints and Investigations: how are complaints submitted? How are they investigated? Is a
hearing required, and if so how is this handled? Who has the final word? As originally
constituted, the USATF Ethics Committee was the investigator, hearings panel and executioner
for ethics complaint. This is not a good idea. Now, the Ethics Committee investigates complaints
and makes recommendations to the governing Board which may conduct a hearing.
 Confidentiality: It is recommended that confidentiality be made a part of any investigative
process but only to the extent reasonably practicable. If there are complaints or an investigation,
individuals and organizations must be questioned and documents reviewed making absolute
confidentiality a difficult standard to meet.
________________________Association Code of Ethics
A Template
The ______________Association (the “Association”) Code of Ethics applies to its Board, independent
contractors, volunteers, and chairs and members of committees, sub-committees, councils, task forces, and
any other decision-making body of the Association (collectively, “Responsible Persons”). The Code
became effective on _____________________________.
Like USA Track & Field (“USATF”), the Association operates in the public spotlight and is expected to
conduct business on an ethical basis. Our leadership acting through our Responsible Persons must never
put, nor be perceived to have put, personal interests ahead of or in conflict with the interests of the
Association. No Code of Ethics can substitute for each person's own internal sense of fairness, honesty, and
integrity. Therefore, it is important that every person representing the Association support the values and
principles that are critical to the Association’s and USATF’s continuing tradition of excellence.
STATEMENT OF PURPOSE
Responsible Persons are expected to conduct business with integrity and to maintain a standard of ethical
conduct consistent with the all laws and regulations as well as the provisions of the Association’s Code of
Ethics and USATF’s Code of Ethics. Furthermore, because the appearance of impropriety can be just as
damaging as actual impropriety, conduct which appears to be improper is also unacceptable.
The policies set forth in the following provisions are intended to guide the conduct and business activities
and other matters involving, directly or indirectly, the Association. The Code of Ethics is intended to inspire
all of us to be at our best, encourage voluntary compliance, disclosure of actual of potential conflicts, and
informal resolution. The Code is not all inclusive, as not every expectation or circumstance respecting
proper and ethical business conduct can be anticipated, however it should be used as a guide by all
“Responsible Persons” when conducting business.
I.
Definitions: All defined terms are indicated as such by quotation marks throughout this document.
A.
A "Responsible Person" is any person serving as a Board member, independent contractor,
or member of a committee, sub-committee, council, task force, or any other decision
making body of the Association.
B.
A "Family Member" is any member of the immediate family or household of a
"Responsible Person."
C.
A "Transaction" is any agreement or relationship involving the sale or purchase of goods,
services, or rights of any kind; the providing or receipt of a loan or grant or anything of
value; the awarding or selecting of any event city or venue; or any other type of financial
relationship.
D.
A "Third Party" is any entity that does or is seeking to do business with the Association,
including but not limited to, sponsors, vendors, and meet organizers. This definition also
includes any entity that is a competitor of the Association or any of its sponsors, vendors,
meet promoters, or other business partners.
E.
A "Conflict" is any circumstance or behavior that is inconsistent with or in violation of any
provision of this Code of Ethics, including a Conflict of Interest.
F.
"Recuse" means to remove oneself from participation to avoid a "Conflict." The
"Responsible Person" shall not participate in or be permitted to hear the discussion of the
matter except to disclose pertinent facts and to respond to questions; and shall not attempt
to exert his or her personal influence with respect to the matter, either at or outside the
meeting.
II.
Policy on Code of Conduct (COC): This Code of Conduct Policy is intended to be a guide for the
conduct of business activities and other matters involving, directly or indirectly, the Association.
A.
Basic Principles applicable to all "Responsible Persons"
1.
Maintenance of honesty and integrity in all actions taken while representing the
Association.
2.
Exhibition of the highest degree of ethical standards when developing and executing
programs for the advancement of track and field within Association Boundaries and
within the United States.
3.
Fair treatment of everyone and respect of basic human rights regardless of a person's
national origin, race, color, sex, age, marital status, religion, disability, sexual
orientation, gender identification, political beliefs, or any other such characteristic.
4.
Recognition of the contribution of each individual and his or her right for freedom
from physical, emotional, or sexual harassment.
5.
Prohibition from any attempt to direct or influence any other "Responsible Person"
to assist in obtaining a position, volunteer or paid, or financial or other benefit from
the Association, for himself or herself or for any "Family Member" or friend.
6.
Prohibition from hiring or supervising a relative or cohabitant or determining or
influencing his or her promotion or pay, if staff, or any financial or other benefits, if
volunteer.
7.
Fair play is mandatory. Fair play is more than playing within the rules of the sport.
It is a way of thinking and acting. It is the elimination of cheating, doping,
gamesmanship, physical and verbal violence, exploitation, unequal opportunities,
and corruption.
8.
Compliance with the terms and conditions of this Association’s Bylaws, Operating
Regulations, Rules of Competition, and Association policies and procedures is
expected.
III.
Policy on Conflicts of Interest (COI): This Conflict of Interest Policy is designed to help
"Responsible Persons" identify situations that present potential Conflicts of Interest and to provide
USATF with procedures to address Conflicts of Interest.
A.
Any one of the following circumstances shall create a Conflict of Interest.
1.
Transactions greater than $100 in the aggregate per year between the Association
and a "Responsible Person." This prohibition also includes transactions greater than
$100 in the aggregate per year between a Third Party and a “Responsible Person.”
This includes any employment or payment for services with USATF. It also includes
the receipt of anything of value greater than $100.
2.
A "Responsible Person" directing staff, volunteers, or Third Parties to help a
"Responsible Person" or his or her "Family Members" or friends obtain benefits
(financial or otherwise) or other preferential treatment for which he or she would not
otherwise qualify.
3.
A "Responsible Person" soliciting or receiving gifts or favors in any form, including
money, services, loans, travel, apparel, equipment, entertainment, hospitality, or
promise or any other thing of value.
4.
Prohibition of use of confidential information and exertion of undue influence:
During the time that a “Responsible Person” renders service to USATF, whether as
a paid employee or as a volunteer, and for a period of at least five (5) years thereafter,
5.
such person shall not utilize any confidential information obtained during such
period of service for his or her own benefit or for the benefit of any "Third Party."
A "Responsible Person" or "Family Member" having an ownership or investment
interest in excess of 5% of the equity value of any "Third Party."
B.
The Association Board may create exceptions to the preceding Conflicts of Interest provision provided
that such exceptions are consistent with the goals and provisions of this Code of Ethics and adopted in
accordance with the Association Bylaws and Operating Regulations. Board members who may be
impacted by the exception shall be recused from participation and voting on the exception under
consideration.
IV.
Duty to Disclose
A.
Timing of Disclosure for "Conflicts"
1.
Responsible Persons must submit a Code of Ethics Reporting Statement to the
Association President once every year, prior to the deadline established by the
Association Board of Directors, even if no "Conflict" exists in order to participate in
Board of Director or committee activities and meetings. Responsible Persons shall
have an ongoing obligation to promptly disclose to the Association President, in
writing, any information required by the Disclosure Form of which the Responsible
Party became aware after he or she submitted the Disclosure Form. Failure to submit
the Disclosure form prior to the deadline shall be considered a disciplinary issue for
review by the Association Board. The Association President shall file his or her
Reporting Statement to the Association Secretary for review by the Association
Board.
2.
If a "Conflict" arises after a Responsible Person has submitted the Disclosure
Statement, the Responsible Person must submit an updated Code of Ethics Conflict
Reporting Statement to the Association President immediately. The Association
President shall submit his or her Disclosure Form to the Association Secretary for
review and consideration by the Association Board.
V.
Complaints/Violations
A.
All complaints alleging violations of this Code of Ethics, including a failure to disclose or
submit required statements, shall be subject to review and recommendation of sanction in
accordance with the Association’s grievance procedures and policies. Available sanctions
include those sanctions otherwise available to the Association pursuant to its grievance
procedures.
VI.
Confidentiality: Upon request by the complainant, and to the extent reasonably practicable, the
Association will use reasonable efforts to protect the identity of any individual who reports a
concern or misconduct. Any information regarding a "Responsible Person" or a friend or "Family
Member" shall be treated as confidential and shall generally be made available only to those with
a need to know such information.
USATF Regulation 16 G
G. Ethics Committee:
1. Duties and Responsibilities: This committee shall:
a. Review, Recommend, and Maintain USATF Code of Ethics (“Code”): Establish and maintain a USATF
Code of Ethics, develop and implement policies and procedures to enforce the Code, submit proposed
amendments to the Code to the Law & Legislation Committee for comment and to the Board for approval,
and review and comment upon codes of conduct developed by other USATF constituencies;
b. Education and Training: Recommend and develop ethics and compliance training and education relating
to conflicts of interest, disclosure responsibilities, and annual reporting requirements, and provide other
training as to promote compliance with the Code;
c. Investigations: Investigate complaints relating to conflicts of interest or other violations of the Code;
d. Advisory Opinions: Issue advisory opinions regarding potential conflicts of interest or the Code;
e. Monitor Compliance with Annual Reporting Requirements: Collect and review annual disclosure
statements submitted by “Responsible Persons” (as defined in the Code), and develop and recommend
proposed changes to the annual disclosure statements;
f. Reporting: Submit an annual report to the Board, report to the Board on annual disclosure reporting
compliance, and otherwise report to the Board upon request; and,
g. Other: Perform other duties the Board requests.
2. Investigation procedures: The committee shall develop procedures and policies related to investigations.
The committee shall determine whether to conduct an investigation concerning an alleged conflict of
interest or Code violation. After completing its investigation, the committee shall report its findings and
recommendations to the Board. The Board may accept, reject, or modify the committee’s recommendations
if the committee has not recommended disciplinary action.
3. Disciplinary Hearings: If the committee recommends disciplinary action, it shall refer the matter to the
Board, which shall appoint a presenter of the evidence for an NABR hearing under Regulation 21.
4. Makeup: The committee shall consist of six (6) members, including at least two Active Athletes, and
one alternate Active Athlete, appointed by the Board Chair and approved by the Board. No member of the
Ethics Committee may simultaneously be an employee of USATF, an officer or member of the Board, or a
member of any USATF Committee. The Board may remove a member for good cause.
5. Terms: Committee members shall serve four- (4) year terms. The six terms shall be staggered. Two of
the six terms shall start at each annual meeting in an even-numbered year, and one term shall start at each
annual meeting in an odd-numbered year. If any member does not serve his or her full term, a replacement
member shall serve the unexpired term. No member may serve for more than eight (8) consecutive years.
6. Committee Counsel: The USATF General Counsel shall serve as the committee’s counsel and shall
assist in administering ethics complaints, and in establishing investigation procedures.
Sample alternative language:
Current USATF Bylaw Article 18 K:
K. Conflict of interest: Any individual representing USATF, or who has a financial arrangement with
USATF, or who is an employee of USATF or of its Associations, or who is a member of any of its
committees or Associations, shall not participate in evaluating or approving any contract with a supplier to
furnish goods or provide services to USATF, if that individual directly or indirectly benefits financially, or
otherwise receives any form of compensation from, or has any interest in, any supplier under consideration.
The Board may require that individuals disclose all financial interests that may influence the performance
of their duties for USATF. Each individual referred to in the first sentence of this paragraph shall, upon
learning that USATF is proposing to enter into an arrangement in which he or
she has financial interest, promptly notify the CEO in writing of the existence of the interest, and the CEO
shall, in turn, promptly disclose the interest to those bodies of USATF involved in considering entry into
the arrangement. If this provision is violated, USATF shall have the right to recover the benefit or payment
and to void the contract or transaction.
Proposed Modification to USATF Bylaw Article 18K (giving governing Board ability to waive the
COI provisions under certain conditions) (the proposed changes are underscored):
ARTICLE 18 FISCAL AND LEGAL MATTERS -K. Conflict of interest: Any individual representing
USATF, or who has a financial arrangement with USATF, or who is an employee of USATF or of its
Associations, or who is a member of any of its committees or Associations, shall not participate in
evaluating or approving any contract with a supplier to furnish goods or provide services to USATF, if that
individual directly or indirectly benefits financially, or otherwise receives any form of compensation from,
or has any interest in, any supplier under consideration. The Board may require that individuals disclose all
financial interests that may influence the performance of their duties for USATF. Each individual referred
to in the first sentence of this paragraph shall, upon learning that USATF is proposing to enter into an
arrangement in which he or she has financial interest, promptly notify the CEO in writing of the existence
of the interest, and the CEO shall, in turn, promptly disclose the interest to those bodies
of USATF involved in considering entry into the arrangement. If this provision is violated, USATF shall
have the right to recover the benefit or payment and to void the contract or transaction. The Board may
waive this requirement in specific instances if it feels that it is in the best interests of USATF by a vote of
at least 60%. Members must recuse themselves if the waiver is about them. The waiver shall include
language identifying the best interests being served by the waiver. The Board may authorize USATF to
enter into a contract with a person described in the first sentence of this paragraph if the Board finds that
special circumstances exist under which USATF’s interests would best be served by entering into the
contract, and the Board adopts a resolution identifying those special circumstances.
Article XVIII USATF New York Bylaws (relating to COI) (very similar to USATF 18 K, above):
CONFLICTS OF INTEREST, CONTRACTS AND SERVICES OF DIRECTORS AND OFFICERS
Any individual representing the Corporation, or who has a financial arrangement with the Corporation, or
who is an employee of the Corporation, or who is a member of any of the Corporation's committees, shall
not participate in evaluating or approving any contract with a supplier to furnish goods or provide services
to the Corporation, if that individual directly or indirectly benefits financially, or otherwise receives any
form of compensation from, or has any interest in, any supplier under consideration. Every
Director, Officer and Committee Chair shall abide by and annually disclose known conflicts and
acknowledge compliance with the Conflict of Interest Policy adopted by the Board of Directors.
Proposed modifications to USATF COE regarding complaints, investigation and discipline:
V.
Violations
A.
All violations with respect to the limitations contained in III.A.2.b. shall be remedied either by
declining payment from USATF or resigning from the applicable volunteer position.
B.
All violations of this Code of Ethics, including a failure to disclose or submit required statements,
will be subject to review and recommendation of sanction. Upon notification of a potential "Conflict" by a
"Responsible Person" or upon notification of a failure to comply, the Ethics Committee shall determine
and recommend to the Board appropriate action(s). Such action may require that the "Responsible
Person" "Recuse" himself or herself from discussions, transactions, and decisions surrounding the
subject matter of the "Conflict" or resign from all USATF appointments and assignments. Prior to
any recommendation on the part of the Ethics Committee, the "Responsible Person" will be given a
reasonable opportunity to be heard on the matter, either in writing or in person, as determined by the Ethics
Committee.
1.
The Ethics Committee may also recommend that the Board of Directors remove a “Responsible
Person” or terminate USATF's contract, agreements, or other arrangements with the "Third Party."
C.
The following process shall govern ethics complaints against a "Responsible Person":
1.
The ethics grievance process shall commence upon receipt of a written Complaint, or
information received from the Ethics Helpline.
2.
Upon receipt by the USATF General Counsel or the Ethics Committee of a written
Complaint, the Ethics Committee shall evaluate the information received and, within fourteen (14) business
days, determine whether the complaint alleges facts that, if true, would constitute a violation under this
Code. If the Ethics Committee determines that the conduct alleged would not constitute a violation, then
the Ethics Committee may decline to take further action. The complainant, if known, shall be promptly
notified of the determination in writing. There shall be no appeal from a determination to decline to proceed.
3.
If the Ethics Committee determines that the Complaint alleges facts that, if true, would
constitute a basis for a finding of a violation of this Code of Ethics, then, within fourteen (14) business days
of such determination, the Chair shall cause the complaint to be mailed to the "Responsible Person"
(respondent) together with all evidence or other information supplied by the complainant. The complainant
shall also be advised, within fourteen (14) business days of such determination.
4.
The Chair, in consultation with the USATF General Counsel, shall then cause an
investigation to be undertaken. The investigation shall be concluded within forty-five (45) days, unless
circumstances require a more expeditious conclusion. The Chair shall make the ultimate determination of
the time to be allowed for the investigation to be completed. Any person assisting the Ethics Committee
with an investigation shall be subject to the utmost confidentiality with respect to any information obtained
in the course of the investigation.
5.
After conducting the investigations, the Ethics Committee shall provide the Board of
Directors with its written findings and recommendations. The Board of Directors may accept, reject, or
modify the recommendation of the Ethics Committee. Any recommendation by the Ethics Committee
which further recommends a sanction shall be consistent with sanctions otherwise available to the USATF
Board of Directors under USATF bylaws, regulations, policies or procedures.
6.
No member of the Ethics Committee nor any other person who has participated in
investigating a Complaint shall be subject to being called as a witness in any subsequent USATF
proceeding related in any way to the Complaint or the resultant opinion. All investigation information
shall remain confidential.
7.
If the “Responsible Person” is a Board member, the Ethics Committee will refer the
complaint to the Counsel to the Board. The Counsel to the Board shall review and/or investigate the
complaint and advise the Board Chair or Vice-Chair accordingly. The Board of Directors shall take
whatever action it deems appropriate.