Code of Ethical Conduct

Personal and Professional Integrity 

All staff, members of the Board of Directors (the “Board”), and volunteers of the MiraCosta College Foundation (the “Foundation”) are expected to act with honesty, integrity, and openness in all their dealings as representatives of the organization. The Foundation promotes a working environment that values respect, fairness, and integrity.

I. Mission

The mission of the Foundation is to promote the benefits of the MiraCosta Community College District (“District”) and secure resources that will transform lives. The mission has been approved by the Board, in pursuit of the public good. All of its programs support that mission and all who work for or on behalf of the Foundation understand and are loyal to that mission and purpose.

II. Governance

The Board is an active governing body which is responsible for setting the mission and strategic direction of the organization and oversight of the finances, operations, and policies of the Foundation. 

The Board does the following:

• Ensures that its members have the requisite skills and experience to carry out their duties, and that all members understand and fulfill their governance duties acting for the benefit of the Foundation and its public purpose. 
• Has a conflict-of-interest policy that ensures that any conflicts of interest, or the appearance thereof, are avoided or appropriately managed through disclosure, recusal, or other appropriate means. 
• Ensures that the chief executive and appropriate staff provide the Board with timely and comprehensive information so that the Board can effectively carry out its duties.
• Ensures that the Foundation conducts all transactions and dealings with transparency, integrity, and honesty.
• Ensures that the Foundation promotes working relationships with Board members, staff, volunteers, and program beneficiaries that are based on mutual respect, fairness, and openness.
• Ensures that policies of the Foundation are in writing, clearly articulated, and officially adopted.
• Is responsible for engaging independent auditors to perform an annual audit of the Foundation’s financial statements, and has an audit committee that is responsible for overseeing the reliability of financial reporting (usually the responsibility of the finance committee), including the effectiveness of internal control over financial reporting, reviewing, and discussing the annual audited financial statements to determine whether they are complete and consistent with operational and other information known to the committee members; understanding significant risks and exposures and management’s response to minimize the risks; and understanding the audit scope, and approving audit and non-audit services.
• Ensures that the resources of the Foundation are responsibly and prudently managed.
• Ensures that the Foundation has the capacity to carry out its programs effectively.
• Ensures that the Foundation is independent from all political activity associated with the District and the District’s Board of Trustees, by refraining from involvement in controversial campus matters and by leaving policy decisions to the District’s Board of Trustees and the District’s Superintendent/President.

III. Responsible Stewardship

The Foundation manages its funds responsibly and prudently. These management practices should include the following considerations:

• Spends an adequate amount on administrative expenses to ensure effective accounting systems, internal controls, competent staff, and other expenditures critical to professional management.
• Knows that solicitation of funds has reasonable fundraising costs, and recognizes the variety of factors that affect fundraising costs.
• Does not accumulate excessive operating funds.
• Draws prudently from endowment funds consistent with donor intent and appropriate to fulfill the mission of the Foundation.
• Ensures that all spending practices and policies are fair, reasonable, and appropriate to fulfill the mission of the Foundation.
• Ensures that all financial reports are factually accurate and complete in all material respects.

IV. Openness and Disclosure

The Foundation staff provides comprehensive and timely information to the public, the media, and all stakeholders, and is responsive in a timely manner to reasonable requests for information. All information about the Foundation will fully and honestly reflect the policies and practices of the organization. Basic informational data about the Foundation, such as the Form 990, shall be made available to the public. All solicitation materials accurately represent the Foundation’s policies and practices and will reflect the dignity of program beneficiaries. All financial, organizational, and program reports will be complete and accurate in all material respects.

V. Conflicts of Interest

It is the responsibility of all directors, officers, and employees to ensure that the standard of behavior at the Foundation is that all staff, volunteers, and board members scrupulously avoid conflicts of interest between the interests of the Foundation on one hand, and personal, professional, and business interests on the other. This includes avoiding potential and actual conflicts of interest, as well as the perception of conflicts of interest.

The purposes of this policy are to protect the integrity of the Foundation’s decision-making process, to enable its constituencies to have confidence in its integrity, and to protect the integrity and reputations of volunteers, staff, and Board members. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to foundations.  

The following definitions apply to this Conflicts of Interest Policy:

• “Interested Person” means any member of the Board, principal officer, or member of a committee with Board authority, who has a direct or indirect financial interest, as defined below, is an interested person.
• “Financial Interest” is when a person has, directly or indirectly, through business, investment, or family:
  • An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement,
  • A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or
  • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

The Foundation will follow the following procedures related to potential conflicts of interest:

• Duty to Disclose: Upon or before election, hiring, or appointment, and annually, Board members and staff will make a full, written disclosure of interests, relationships, and holdings that could potentially result in a conflict of interest. Such disclosure would include the following language: “I have received a copy of the conflicts of interest policy, I have read and understood the policy, and I will comply with the policy. I will disclose any interests in a transaction or decision where I (including my business or other nonprofit affiliations), my family and/or my significant other, employer, or close associates will receive a benefit or gain. After disclosure, I understand that I will be asked to leave the room for the discussion and will not be permitted to vote on the question. This written disclosure will be kept on file and I will update it as appropriate. I understand that the purposes of this policy are to protect the integrity of the MiraCosta College Foundation's decision-making process, to enable our constituencies to have confidence in our integrity, and to protect the integrity and reputations of volunteers, staff and Board members. I further understand that the Foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.” Please see the attached Conflict of Interest Statement.
• Determining Whether a Conflict of Interest Exists: After disclosure of the Financial Interest and all material facts, and, after any discussion with the Interested Person, he or she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining members shall decide if a conflict of interest exists.
• Procedures for Addressing the Conflict of Interest: An Interested Person may make a presentation at a Board or committee meeting; the Interested Person should then leave the meeting for the discussion and vote. If appropriate, the chair shall appoint a disinterested person to investigate alternatives to the proposed transaction or arrangement. Prior to authorizing or approving the transaction, the Board or committee must consider and in good faith determine after reasonable investigation under the circumstances if a more advantageous transaction or arrangement that would not give rise to a conflict of interest is possible. If not, and if the Board determines that if the transaction is for the Foundation’s own benefit, and is fair and reasonable to the Foundation, and is otherwise permitted by law, the Board or committee shall vote to determine whether to continue with the transaction or arrangement. 
• Violations: If the Board has reasonable cause to believe that a Board member, staff or volunteer has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and permit the individual to explain the alleged failure to disclose. If, after hearing the response, the Board determines the member has failed to disclose an actual or possible conflict, it shall take appropriate disciplinary or corrective action. 

VI. Recordings of Proceedings

The minutes of the Board and all committees with Board authority shall contain:

• 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 with the proceedings.

VII. Compensation

A voting member of any Board or committee, who receives compensation, directly or indirectly, for his or her services to the Foundation, is precluded from voting on matters pertaining to that member’s compensation.

VIII. Legal Compliance

The Foundation is knowledgeable of, and complies with, all applicable laws and regulations. 

IX. Program Evaluation

The Foundation regularly reviews program effectiveness and has mechanisms to incorporate lessons learned into future programs. The organization is committed to improving program and organizational effectiveness and develops mechanisms to promote learning from its activities and the field. The Foundation is responsive to changes in its field of activity and is responsive to the needs of its constituencies.

X. Inclusiveness and Diversity

The Foundation has a policy of promoting inclusiveness and its staff, Board, and volunteers to reflect diversity in order to enrich its programmatic effectiveness. The Foundation takes meaningful steps to promote inclusiveness in its hiring, retention, promotion, Board recruitment, and constituencies served.

XI. Fundraising

The Foundation solicitation of funds from the public or from donor institutions uses material that is truthful about the organization. The Foundation respects the privacy concerns of individual donors and expends funds consistent with donor intent. The Foundation discloses important and relevant information to potential donors.  

In raising funds from the public, the Foundation will respect the rights of donors, as follows:  

• Donors will be informed of the mission of the Foundation, the way the resources will be used, and their capacity to use donations effectively for their intended purpose. Further, donors will:
  •  Be informed of the identity of those serving on the Board and that the Board will exercise prudent judgment in its stewardship responsibilities.
  • Have access to the Foundation’s most recent financial reports.
  • Be assured their gifts will be used for purposes for which they are given.
  • Receive appropriate acknowledgment and recognition.
  • Be assured that information about their donations is handled with respect and with confidentiality to the extent permitted by law.
  • Be approached in a professional manner.
  • Be informed whether those seeking donations are volunteers, employees of the Foundation, or hired solicitors.
  • Be encouraged to ask questions when making a donation, and to receive prompt, truthful, and forthright answers.

XII. Reporting Responsibility

XII. Periodic Reviews