We adhere to a strict set of policies within the foundation to ensure that we conduct our business legally and ethically. Learn more about these policies.
Conflict of Interest Policy
I. Name and Purposes
This document sets forth the Policy of the Poetry Foundation with respect to conflict of interest. The provisions contained in this document are referred to hereafter collectively as the "Policy." The purpose of this Policy is to help ensure that the high ethical standards the Foundation aspires to are achieved and to protect the Poetry Foundation's interests, assets, resources, and good name, as well as avoid the perceived conflicts of interest.
The Poetry Foundation believes that its mission can be best served by having among members of its Board, employees, and volunteer group people who are experienced in the fields of education, publishing, poetry, business, and investments. During the normal course of the Foundation's work, conflicts of interest may arise given the broad experience and wide range of contacts of the Foundation's trustees, officers, employees, and volunteers.
The Foundation has adopted this Policy to ensure the legal and ethical integrity of its decision making and to make clear that no organization or individual may benefit personally or inappropriately because of a relationship with, or as a, trustee, officer, employee, or volunteer of the Foundation.
The intent of the Policy, however, is to establish a process which ensures that interested trustees, officers, employees, and volunteers of the Foundation fully and promptly disclose conflicts of interest and do not participate in votes or decision making for transactions which may present a conflict of interest for them. The Policy further identifies factors that disinterested trustees or the president (in the case of employees) should consider in evaluating a transaction where there may be a conflict and allows for approval of a transaction if disinterested trustees or the president (in the case of employees) conclude it is in the best interests of the Foundation. While some conflicts are easy to identify, other real or potential conflicts are more difficult to identify. In enforcing this Policy, the Foundation will rely on a rule of reason, guided by the principles below, and the good judgment and integrity of its trustees and employees. Lastly, the Policy prohibits the receipt of gifts by trustees, officers, employees, or volunteers of the Foundation.
II. Policy Statement
A. The trustees, officers, employees, and volunteers of the Poetry Foundation, hereafter "Foundation," individually and collectively shall abide by this Policy including, but not limited to, the Foundation's Code of Conduct set forth in part VI of this Policy.
B. For any matters in which any conflict of interest, or the potential perceived conflict exists between the interests of the trustee, officer, employee, or volunteer and the interests of the Foundation, such trustee, officer, employee, or volunteer must disclose the conflict and abide by the safeguards in place and rules of conduct hereafter set forth to prevent abuse prior to involvement in the matter. A trustee, officer, employee, or volunteer is presumptively considered to have a conflict of interest when he or she or any "Related Individual" has an existing or potential "Management Function," "Financial Interest," "Non-Financial Interest," and/or other interest in a person or entity other than the Foundation that affects or might appear to affect the individual's independence or propriety of judgment in the discharge of responsibilities to or on behalf of the Foundation.
C. (1) The personal interests of a trustee, officer, employee, or volunteer shall not result in purchase terms for the Foundation that are less favorable than would result absent a conflict of interest. However, this Policy is to be interpreted with the understanding that in some cases it may be determined that, after full disclosure, the Foundation's interests are best served despite an apparent conflict of interest. (2) In no case shall a trustee, officer, employee, or volunteer employ assets or resources of the Foundation in any manner that results in the personal or financial gain of such trustee, officer, employee, volunteer, or a Related Individual.
D. The potential for perceived conflicts of interest should be avoided whenever feasible. The Foundation relies on the goodwill and judgment of its trustees, officers, employees, and volunteers to inform the proper authority whenever the potential for a perceived conflict of interest cannot be avoided. When in doubt about this potential, the proper authority should be consulted. In matters involving the officers, employees, volunteers, and editorial matters, the proper authority is the president. In matters involving the trustees or the president, the proper authority is the Audit Committee.
A. "Audit Committee" is the Audit Committee of the Foundation.
B. "Conflict of Interest" exists when a trustee, officer, employee, or volunteer or any Related Individual to such has an existing or potential Management Function, Financial Interest, Non-Financial Interest, and/or other interest in a person or entity other than the Foundation that affects or might appear to affect such individual's independence of judgment or propriety in the discharge of responsibilities to or on behalf of the Foundation.
C. "Trustee" refers to a member of the Board of Trustees of the Foundation.
D. "Employee" is an officer, full-time staff member, part-time staff member, or any other individual receiving compensation from the Foundation in an employment relationship.
E. "Financial Interest" means, with respect to a company or organization that is reasonably known by a trustee, officer, employee, or volunteer to be doing business or to be seeking to have a business relationship with the Foundation, (a) ownership of five percent or more of the voting stock of that company or organization, or (b) a controlling interest of that company or organization, or (c) a substantial interest in that company or organization, or (d) holding a trusteeship or office or other position, with or without compensation in that company or organization or any other affiliation with that company or organization. "Financial Interest" also means: (1) direct or indirect dealings with a company or organization that is reasonably known by a trustee, officer, employee, or volunteer to be doing business or to be seeking to have a business relationship with the Foundation, if such dealings result in more than nominal benefits to the trustee, officer, employee, volunteer, or Related Individual from cash or property receipts, and/or (2) direct or indirect dealings with a company or organization with which a trustee, officer, employee, volunteer, or Related Individual has significant indebtedness or obligations, and/or (3) direct or indirect dealings with a company or organization, which results in use of Foundation assets or resources, including the services of its trustees, officers, employees, or volunteers for the benefit of a trustee, officer, employee, volunteer, or Related Individual. For purposes of this Policy, doing business or seeking a business relationship shall include, without limitation, providing goods, products, and services to the Foundation, entering into joint ventures with the Foundation, and seeking grants and other benefits from the Foundation.
F. "Foundation" is the Poetry Foundation.
G. "Management Function" means service as a board member, officer, or policy-influencing manager at an organization or company that is reasonably known by the trustee, officer, employee, or volunteer to be doing business or to be seeking to have a business relationship with the Foundation.
H. "Nominal Benefit" means gifts of unsolicited promotional items of nominal value, business meals, or infrequent nominal entertainment not in excess of $250. Such gifts do not require disclosure.
I. "Non-Financial Interest" means benefits such as gifts, donations, favors, or other considerations to organizations with which a trustee, officer, employee, volunteer, or Related Individual has a close personal interest or involvement.
J. "Officer" is an officer of the Foundation including, but not limited to, officers of the Board of Trustees of the Foundation.
K. "Policy" is the Conflict of Interest Policy of the Foundation.
L. "President" is the president of the Foundation.
M. "Related Individual" is any family relationship by blood, marriage, former marriage or adoption, not more remote than first cousin, or, if living in the same household, other individuals.
N. "Volunteer" is an individual, not including trustees, providing services to the Foundation with or without compensation.
O. "Reasonably known" means an individual knew
or reasonably should have known. "Reasonably known" is an expectation held by the general public for an individual to be aware of an interest in a matter in which an individual has a personal interest.
A. Information on this Policy will be made available to all trustees, officers, employees, and volunteers at the time of their appointment. All trustees, officers, employees, and volunteers will acknowledge receipt and understanding of this Policy in writing.
B. All trustees, officers, employees, and volunteers are responsible for understanding and complying with the Policy.
C. Trustees, officers, employees, and volunteers receiving gifts or services of more than nominal value from entities doing business or seeking to have a business relationship with the Foundation must disclose such gifts or services.
D. Disclosure of gifts or services of more than nominal value shall be made promptly and filed in writing with the secretary of the Foundation.
E. Trustees and the president shall disclose to the Audit Committee of the Foundation the existence of any real or perceived conflicts of interest under this Policy, and the secretary shall maintain a written record of all such disclosures. Officers, employees, and volunteers shall disclose to the president the existence of any real or perceived conflicts of interest under this Policy, and the president shall maintain a written record of all disclosures that are conflicts of interest or are material perceived conflicts.
F. No trustee shall vote on any issue where he or she has a real or perceived conflict of interest and shall announce such conflict immediately prior to participating in any discussions of such issue.
G. All trustees, officers, employees, and volunteers are responsible for ensuring compliance with this Policy.
H. All trustees, officers, employees, and volunteers shall file annually with the secretary of the Foundation a written acknowledgment that they are acting in accordance with the letter and spirit of this Policy and have made all disclosures required under the Policy.
I. The Audit Committee shall periodically review compliance with this Policy, and shall maintain records pertaining to its oversight of the Policy. Such records shall be open and available to all trustees.
J. Trustees, officers, employees, and volunteers shall communicate with the Audit Committee when there is a perceived conflict of interest on the part of another trustee, officer, employee, or volunteer that has not been disclosed or reported to the president or Audit Committee in accordance with this Policy. Such information, when received, shall remain anonymous and confidential.
K. When a transaction has taken place with persons or entities in which a trustee, officer, employee, volunteer, or related party was required to disclose their affiliation, the secretary will be notified by either the Audit Committee or the president. The secretary will file an annual report to the Audit Committee summarizing such notifications.
V. Procedures for Addressing Conflict of Interest Issues
A. The Audit Committee will make all decisions regarding conflict of interest and perceived conflict of interest when either a trustee or the president is involved. When a trustee or the president has disclosed to the Audit Committee of the Foundation the existence of any real or apparent conflict, the disinterested trustees of the committee or if the action requires the Board or other committee, the disinterested members of the Board or committee will determine whether to proceed with the transaction if a transaction is contemplated or whether the activity would be considered detrimental to the organization if one is contemplated. In making its ruling the disinterested trustees should consider:
- Whether the transaction is in the best interests of the Foundation
- Whether other alternatives for activities or transactions have been explored
- Whether it is prohibited by the self-dealing or other applicable rules of the IRS Code and Treasury Regulations or applicable state law.
- Whether it would jeopardize the interests, assets, resources, and good name of the Foundation.
B. The president will make all decisions regarding conflict of interest and perceived conflict of interest if another officer, employee, or volunteer is involved. Once an officer, employee, or volunteer has disclosed to the president of the Foundation the existence of any real or apparent conflict, the president will determine whether to proceed with the transaction if a transaction is contemplated or whether the activity would be considered detrimental to the organization if one is contemplated. In making its ruling the president should consider:
- Whether the transaction is in the best interests of the Foundation
- Whether alternatives for activities or transactions have been explored
- Whether it is prohibited by the self-dealing or other applicable rules of the IRS Code and Treasury Regulations or applicable state law.
- Whether it would jeopardize the interests, assets, resources, and good name of the Foundation
- That the decision is made consistent with written management polices and procedures
- Whether procedures can be implemented to minimize the potential conflict through changing either reporting or decision making authority.
C. (1) The Audit Committee shall make an investigation of all communications received under Part V (A & D) of this Policy. In so doing it may seek the advice, assistance, and counsel of the Executive Committee, other trustees, the president, other officers and employees, or legal counsel. (2) If the matter pertains to a trustee, the Audit Committee shall discuss the matter with such trustee. In the event a conflict of interest is determined to exist and such trustee refuses to acknowledge or resolve the conflict of interest, such trustee may be removed from relevant discussions, and/or asked to resign from the Board of Trustees, and/or be removed from the Board of Trustees. However, no trustee will be asked to resign or be removed from the Board of Trustees unless the full Board of Trustees has approved such action based on the recommendations of the Audit Committee and the affected trustee has had the opportunity to address the full Board. (3) If the matter pertains to the president, the Audit Committee will present the results of its investigation of the matter to the Executive Committee, and the Executive Committee will make a recommendation to the full Board of Trustees and receive approval from the full Board on the appropriate course of action. (4) If the matter pertains to an officer or employee, and the president has no alleged involvement in the matter, the Audit Committee will present the results of its investigation to the president, and the president will decide on the appropriate course of action.
D. When any individual or employee of the Poetry Foundation makes a confidential allegation of conflict of interest, and the matter is brought to the attention of the Audit Committee, the confidentiality and identity of that individual shall be protected in at least the following ways:
The name of the individual making such an allegation shall not be placed in any documents relating to an inquiry by the Audit Committee.
The documents pertaining to such an inquiry from a confidential source shall remain in the possession of the member of the Committee who received the complaint; and the member who conducted the inquiry, and copies not disclosing the name of the confidential source, shall be turned over to the chairman of the Audit Committee to be placed into the safe and secured storage of the Audit Committee.
E. The president has the authority to independently investigate officer and employee compliance with this Policy and decide on the appropriate course of action for noncompliance.
F. The president shall report to the Audit Committee the course of action taken by the president with respect to an officer or employee.
G. The Audit Committee will determine whether or not the results of any investigation should be brought to the attention of the full Board. In the event that it elects to inform the full Board, the chair of the Audit Committee shall be responsible for making sure that the Board is fully informed. Further, the chair of the Audit Committee is empowered to bring such matters to the attention of the full Board without prior consultation with the members of the Audit Committee.
H. The Audit Committee shall periodically review compliance with this Policy, and shall maintain records pertaining to its oversight of the Policy. Such records shall be open and available to all trustees.
Code of Conduct
A. All trustees, officers, employees, and volunteers of the Foundation must, in the course of carrying out the Foundation's activities:
- Behave honestly and with integrity
- Act with care and diligence
- Treat everyone with respect, courtesy, and without harassment
- Comply with all applicable federal, state, and local laws, ordinances, rules, and regulations
- Comply with the policies of the Foundation
- Use Foundation resources in a proper and prudent manner
- Behave in a manner that upholds the Foundation's interests, assets, resources, good name, and values
B. All trustees, officers, employees, and volunteers of the Foundation must never, in the course of carrying out Foundation activities:
- Provide false, misleading, or incomplete information to a request for information that is made for official purposes
- Make improper use of inside information of the Foundation
- Make improper use of duties, status, or authority.
Sexual and Other Unlawful Harassment
The Foundation strongly disapproves of and will not tolerate the sexual harassment of any of its employees by anyone, including, but not limited to, any supervisor, coworker, visitor, vendor, or grantee of the Foundation. The Foundation also strongly disapproves of and will not tolerate the harassment of any of its employees on the basis of their gender, race, color, religion, national origin, age, sexual orientation, or disability. The Foundation is committed to maintaining a work environment that is free of harassment. The Foundation believes it is the responsibility of all employees to assist the Foundation in providing a workplace that is free from sexual and other unlawful harassment at all times by not engaging in offensive or inappropriate harassing behavior and by reporting incidents of such behavior.
It is the intention of the Foundation to take all necessary actions to prevent, correct, and, where indicated, discipline sexual harassment. Sexual advances, requests for favors, or sexually directed remarks or behavior constitute sexual harassment when:
- submission to or rejection of such conduct is made, explicitly or implicitly, a basis for an employment decision; or
- such conduct directed against an individual persists despite its rejection; or
- such conduct has the purpose or effect of unreasonably interfering with an individual's professional performance by creating what a reasonable person would view as an intimidating or hostile environment.
A person's subjective belief that behavior is offensive, intimidating, or hostile does not make that behavior sexual harassment. The behavior must be objectively unreasonable. Sexual harassment can take many forms. Some of these are overt and unambiguous, while others may be more subtle and indirect. Direct forms of sexual harassment include sexual assault and sexual advances accompanied by an offer of reward or threats of reprisal. Even a single instance of such behavior constitutes serious misconduct. Other forms of sexual harassment include sexual advances, physical or verbal, that are repeated and unwanted. Behaviors such as unwanted touching, persistent and unwelcome comments, and e-mails or pictures of an insulting or degrading sexual nature may constitute sexual harassment, depending on the context in which the behavior occurs.
Reporting Sexual and Other Unlawful Harassment
Employees who believe that they have encountered or witnessed inappropriate behavior are strongly encouraged to promptly notify the offender that his or her behavior is unwelcome. If such notifications are unsuccessful or the employee prefers not to deal directly with the offender, the employee should report the behavior to the Chief Financial Officer or any member of senior management. In addition, supervisors are required to report any incidents of inappropriate behavior of which they are aware to one of the above-mentioned individuals. Every effort will be made to treat all complaints as confidential, consistent with the need to investigate and take corrective action.
Investigation of Sexual and Other Unlawful Harassment Complaints
The Foundation will promptly investigate all reported complaints of sexual or other unlawful harassment. Because sexual harassment covers a wide spectrum of conduct, no one kind of investigation will be utilized. However, we will seek to conduct an investigation that is as thorough, fair, and complete as possible. If an investigation confirms that sexual harassment or other inappropriate behavior has occurred, appropriate corrective action, up to and including termination of the offender, will be taken. Disciplinary action will correlate with the nature and gravity of the offense.
Policy Against Retaliation
The Foundation also prohibits retaliation against an employee who complains about alleged inappropriate behavior, even if sufficient evidence is not found to substantiate the complaint. Similarly, the Foundation prohibits retaliation against employees who participate in an investigation of a harassment complaint. Any incidents of retaliation also should be reported to the individuals identified in Reporting Sexual and Other Unlawful Harassment above.
Equal Employment Opportunity
The Foundation shall provide Equal Employment Opportunity to all employees and applicants for employment in accordance with all applicable Equal Employment/Affirmative Action laws, directives, and regulations of federal, state, and local governing bodies or agencies. The Foundation will take action to ensure that all practices are free of such discrimination. Such employment practices include, but are not limited to, the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, selection, layoff, disciplinary action, termination, rates of pay or other forms of compensation, and selection.
Cash Gifts to Employees
Cash gifts to employees are prohibited. For the purposes of this policy, cash includes gift certificates, U.S. savings bonds, or any other item that can be readily converted into cash. Due to Internal Revenue Service regulations, there are no exceptions to this policy.
In the following instances, non-cash gifts may be made to employees. In each case, only one gift may be made on behalf of the foundation.
- Modest ($250 or less) non-cash gifts, such as flowers, are reimbursable on the birth or adoption of a child to an employee or an employee's spouse or on the death or serious illness of an employee or an employee's immediate family member.
- A modest ($250 or less) cash donation may be made, and is reimbursable, to a not-for-profit or charitable organization in the name of a deceased employee or employee's deceased family member.
- Modest ($250 or less) non-cash gifts are reimbursable for an employee leaving or retiring.
Non-cash gifts greater than $250 to an employee for any of the above reasons must be approved in advance by the president.
Awards of Gifts, Grants, and Prizes
The Poetry Foundation confers a variety of awards, prizes, and fellowships each year, and periodically makes grants to fund activities that will further its mission. It is critical that the selection of judges and awardees, and the administration of the award process, be conducted in a manner that is open, fair, and consistent with the Foundation's Code of Conduct and Conflict of Interest policies.
All awards, fellowships, and grant programs should have written criteria used to qualify candidates and select the final winner. When awards, fellowships, or grants require application, every effort should be made to publicize the award criteria and application materials well in advance on the Poetry Foundation Web site and through other appropriate channels.
Selection of awardees for any Poetry Foundation prize, award, fellowship, or grant should be made by committees composed of no less than three people. Judges may be employees of Poetry magazine or the Foundation, or they may be poets, professors, teachers, or others knowledgeable about poetry. Every effort should be made to ensure that no recipient is related to any member of the selection committee for that award. Judges who are aware of a potential conflict are required to disclose it prior to participating in award deliberations.
Records should be maintained of all prize winners. Such records should include their name, address, purpose of award, amount of award, manner of selection, and relationship, if any, to any Poetry Foundation officer, trustee, or major donor.