Chi Epsilon Governance Policies – December, 2008
Conflict of Interest Policy
This Conflict of Interest Policy of Chi Epsilon Civil Engineering Honor Society:
(1) defines conflicts of interest; (2) identifies classes of individuals within
the Society covered by this policy; (3) facilitates disclosure of information that
may help identify conflicts of interest; and (4) specifies procedures to be followed
in managing conflicts of interest.
- Definition of conflicts of interest: A conflict of interest arises when
a person in a position of authority over the Society may benefit financially from
a decision he or she could make in that capacity, including indirect benefits such
as to family members or businesses with which the person is closely associated.
This policy is focused upon material financial interest of, or benefit to, such
- Individuals covered: Persons covered by this policy are the Society’s officers,
National Councillors, National Secretary/Treasurer, National Office Administrator
and National Office employed staff.
- Facilitation of disclosure: Persons covered by this policy will annually
disclose or update to the President of Chi Epsilon, on a form provided by the Society,
their interests that could give rise to conflicts of interest, such as a list of
family members, substantial business or investment holdings, and other transactions
or affiliations with businesses and other organizations or those of family members.
- Procedures to manage conflicts: For each interest disclosed to the President
of Chi Epsilon, the President will determine whether to: (a) take no action; (b)
assure full disclosure to the National Council and other individuals covered by
this policy; (c) ask the person to recuse from participation in related discussions
or decisions within the Society; or (d) ask the person to resign from his or her
position in the Society or, if the person refuses to resign, become subject to possible
removal in accordance with the Society’s removal procedures. The Society’s National
Secretary/Treasurer will monitor proposed or ongoing transactions for conflicts
of interest and disclose them to the President of Chi Epsilon in order to deal with
potential or actual conflicts, whether discovered before or after the transaction
This Whistleblower Policy of Chi Epsilon Civil Engineering Honor Society: (1) encourages
staff and volunteers to come forward with credible information on illegal practices
or serious violations of adopted policies of the Society; (2) specifies that the
Society will protect the person from retaliation; and (3) identifies where such
information can be reported.
- Encouragement of reporting: The Society encourages complaints, reports
or inquiries about illegal practices or serious violations of the Society’s policies,
including illegal or improper conduct by the Society itself, by its leadership,
or by others on its behalf. Appropriate subjects to raise under this policy would
include financial improprieties, accounting or audit matters, ethical violations,
or other similar illegal or improper practices or policies. Other subjects on which
the Organization has existing complaint mechanisms should be addressed under those
mechanisms, such as raising matters of alleged discrimination or harassment via
the Society’s human resources channels, unless those channels are themselves implicated
in the wrongdoing. This policy is not intended to provide a means of appeal from
outcomes in those other mechanisms.
- Protection from retaliation: The Society prohibits retaliation by or on
behalf of the Society against staff or volunteers for making good faith complaints,
reports or inquiries under this policy or for participating in a review or investigation
under this policy. This protection extends to those whose allegations are made in
good faith but prove to be mistaken. The Society reserves the right to discipline
persons who make bad faith, knowingly false, or vexatious complaints, reports or
inquiries or who otherwise abuse this policy.
- Where to report: Complaints, reports or inquiries may be made under this
policy on a confidential or anonymous basis. They should describe in detail the
specific facts demonstrating the bases for the complaints, reports or inquiries.
They should be directed to the National Secretary/Treasurer or President of Chi
Epsilon if both of those persons are implicated in the complaint, report or inquiry,
it should be directed to Vice President of Chi Epsilon. The Society will conduct
a prompt, discreet, and objective review or investigation. Staff or volunteers must
recognize that the Society may be unable to fully evaluate a vague or general complaint,
report or inquiry that is made anonymously.
Document Retention and Destruction Policy
This Document Retention and Destruction Policy of Chi Epsilon Civil Engineering
Honor Society identifies the record retention responsibilities of staff, volunteers,
members of the National Council, and outsiders for maintaining and documenting the
storage and destruction of the Society’s documents and records.
- Rules: The Society’s staff, volunteers, members of the National Council
and outsiders (i.e., independent contractors via agreements with them) are required
to honor these rules: (a) paper or electronic documents indicated under the terms
for retention below will be transferred and maintained by the Human Resources, Legal
or Administrative staffs/departments or their equivalents; (b) all other paper documents
will be destroyed after three years; (c) all other electronic documents will be
deleted from all individual computers, data bases, networks, and back-up storage
after one year; and (d) no paper or electronic documents will be destroyed or deleted
if pertinent to any ongoing or anticipated government investigation or proceeding
or private litigation.
- Terms for retention:
- Retain permanently:
Governance records – Constitution and amendments, Bylaws, other organizational
documents, governing council and Conclave, and council and Conclave committee minutes.
Tax records – Filed state and federal tax returns/reports and supporting
records, tax exemption determination letter and related correspondence, files related
to tax audits.
Intellectual property records – Copyright and trademark registrations and
samples of protected works.
Financial records – Audited financial statements, attorney contingent liability
Membership records – Both written and printed, as well as digital equivalents.
- Retain for ten years:
Pension and benefit records -- Pension (ERISA) plan participant/beneficiary
records, actuarial reports, related correspondence with government agencies, and
Government relations records – State and federal lobbying and political
contribution reports and supporting records.
- Retain for three years:
Employee/employment records – Employee names, addresses, social security
numbers, dates of birth, INS Form I-9, resume/application materials, job descriptions,
dates of hire and termination/separation, evaluations, compensation information,
promotions, transfers, disciplinary matters, time/payroll records, leave/comp time/FMLA,
engagement and discharge correspondence, documentation of basis for independent
contractor status (retain for all current employees and independent contractors
and for three years after departure of each individual).
Lease, insurance, and contract/license records – Software license agreements,
vendor, hotel, and service agreements, independent contractor agreements, employment
agreements, consultant agreements, and all other agreements (retain during the term
of the agreement and for three years after the termination, expiration, non-renewal
of each agreement).
- Retain for one year:
All other electronic records, documents and files – Correspondence files,
past budgets, bank statements, publications, employee manuals/policies and procedures,
Exceptions to these rules and terms for retention may be granted only by the Society’s
National Secretary/Treasurer or the President of Chi Epsilon.
Policy on the Process for Determining Compensation
This Policy on the Process for Determining Compensation of Chi Epsilon Civil Engineering
Honor Society applies to the compensation of the following persons employed by the
The National Secretary/Treasurer, the National Office Administrator, and the National
The process includes all of these elements: (1) review and approval by the National
Conclave; (2) use of data as to comparable compensation; and (3) contemporaneous
documentation and recordkeeping.
- Review and approval:
The compensation of the person is reviewed and approved by the National Conclave
Budget Committee of the Society, and by the delegates and National Councillors at
the Conclave, provided that persons with conflicts of interest with respect to the
compensation arrangement at issue are not involved in this review and approval.
- Use of data as to comparable compensation:
The compensation of the person is reviewed and approved using data as to comparable
compensation for similarly qualified persons in functionally comparable positions
at similarly situated organizations.
- Contemporaneous documentation and recordkeeping:
There is contemporaneous documentation and recordkeeping with respect to the deliberations
and decisions regarding the compensation arrangement.
Joint Venture Policy
This Joint Venture Policy of Chi Epsilon Civil Engineering Honor Society requires
that the Society evaluate its participation in joint venture arrangements under
Federal tax law and take steps to safeguard the Society’s exempt status with respect
to such arrangements. It applies to any joint ownership or contractual arrangement
through which there is an agreement to jointly undertake a specific business enterprise,
investment, or exempt-purpose activity as further defined in this policy.
- Joint ventures or similar arrangements with taxable entities: For purposes
of this policy, a joint venture or similar arrangement (or a “venture or arrangement”)
means any joint ownership or contractual arrangement through which there is an agreement
to jointly undertake a specific business enterprise, investment, or exempt-purpose
activity without regard to: (1) whether the Society controls the venture or arrangement;
(2) the legal structure of the venture or arrangement; or (3) whether the venture
or arrangement is taxed as a partnership or as an association or corporation for
federal income tax purposes. A venture or arrangement is disregarded if it meets
both of the following conditions:
- 95% or more of the venture’s or arrangement’s
income for its tax year ending within the Society’s tax year is excluded from unrelated
business income taxation, [including but not limited to:
- dividends, interest, and annuities;
- rent from real property and incidental related
personal property except to the extent of debt-financing; and
- gains or losses from the sale of property];
- the primary purpose of the Society’s contribution
to, or investment or participation in, the venture or arrangement is the production
of income or appreciation of property.
- Safeguards to ensure exempt status protection: The Society will: (a) negotiate
in its transactions and arrangements with other members of the venture or arrangement
such terms and safeguards adequate to ensure that the Society’s exempt status is
protected; and (b) take steps to safeguard the Society’s exempt status with respect
to the venture or arrangement. Some examples of safeguards include:
- control over the venture or arrangement sufficient
to ensure that it furthers the exempt purpose of the organization;
- requirements that the venture or arrangement
gives priority to exempt purposes over maximizing profits for the other participants;
- that the venture or arrangement not engage
in activities that would jeopardize the Society’s exemption; and
- that all contracts entered into with the
organization be on terms that are arm’s length or more favorable to the Society.