These pages for the Ethics Committee have been established to provide a centralized location for members of the NSSAR to access information pertaining to the Ethics Committee’s formulation and functions. Incorporated into this site is the formation of Ethics Committee, its duties and responsibilities as contained in Volume I of By Law 18.1(b) of the NSSAR Handbook. Following this By Law section are the sections from Volume II of the NSSAR Handbook:
It is the responsibility of all NSSAR members to read and comply with By Law 18.1(b) and the policies and procedures outlined above and contained in the following pages. These are the governing documents for the operation of the Ethics Committee. They have been approved in accordance with enabling By Laws and by the Executive Committee as provided in By Law, for inclusion in the NSSAR Handbook. Failure to adhere to the adopted policies will result in referral through the proper channels for disciplinary action.
Inspector General - warrenaltercox [dot] net (Warren M. Alter)
Compliance Officer - wabroadusjraol [dot] com (W. A. Broadus, Jr.)
Bylaw 18, Section 1(b)
(b) Ethics Committee. The Ethics Committee shall (i) have the responsibility and authority to investigate scandalous and/or defamatory remarks made orally or in publications by members of this Society, (ii) supervise compliance with the guidelines for all candidates for National Offices enumerated herein, and (iii) monitor the conduct of members at Committee meetings, Trustee meetings, annual Congresses and such other time when requested by the President General.
(1) Membership. The Ethics Committee shall consist of six (6) members: three (3) Former Presidents General and three (3) members. The members of this Committee shall not participate in political campaigns at the National Society level.
(2) Chairman. The President General shall appoint a former President General who serves on the Ethics Committee as chairman for a one (1) year term. The President General may appoint one or more members of the committee to serve as a vice-chairman.
(3) Term of Service. The chairman shall be appointed annually. The President General shall appoint one former President General and one member each year for a three (3) year term.
(4) Ethics Violations and Procedures. In the event an ethics violation is charged by one compatriot against another, that charge or complaint shall be referred by the President General to the Chancellor General and the Legal Advisory Committee for determination that the charge or complaint meets the definition of an ethics violation. Any such complaint deemed to meet the definition of an ethics violation shall be referred to the Ethics Committee for a hearing and determination of facts. The investigation may be instituted by a written complaint or by information brought to the attention of the Chairman or a member of the committee. The committee shall hold hearings and take testimony as provided in the most recent edition of Robert’s Rules of Order, Newly Revised. At the conclusion of the hearing, the committee may take such action as it deems necessary including, but not limited to, private or public admonishment by the committee; or may recommend disciplinary action to the President General and the Executive Committee. In the event of a recommendation for disciplinary action by the President General and the Executive Committee, the Executive Committee shall review the findings of the Ethics Committee and either take appropriate action or no action as the case requires. The President General, in his sole discretion, shall have the sole power to make the findings public.
(5) Disciplinary Powers. Examples of suitable disciplinary action may include cancellation of an appointment to a Committee and/or Committee Chairmanship and withdrawal of the right to run for the position and title of a General Officer at the next National Congress. Nothing in the preceding sentence, or in any other provision of these Bylaws, shall limit the Ethics Committee’s ability to craft or impose additional disciplinary action.
CODE OF BUSINESS ETHICS AND CONDUCT POLICY
CODE OF BUSINESS ETHICS AND CONDUCT POLICY
SECTION 1. GENERAL
NSSAR is a not-for-profit corporation chartered by an Act of the United States Congress on June 9, 1906. The purposes and objects of NSSAR are declared to be patriotic, historical, and educational, and shall include those intended or designed to perpetuate the memory of the men who, by their services or sacrifices during the war of the American Revolution, achieved the independence of the American people; to unite and promote among their descendants; to inspire them and the community at large with a more profound reverence for the principles of the Government founded by our forefathers; to encourage historical research in relation to the American Revolution; to acquire and preserve the records of the individual services of the patriots of the war, as well as documents, relics, and landmarks; to mark the scenes of the Revolution by appropriate memorials; to celebrate the anniversaries of the prominent events of the war and of the Revolutionary period; to foster true patriotism; to maintain and extend the institutions of American freedom, and to carry out the purposes expressed in the preamble to the Constitution of our country and the injunctions of Washington in his farewell address to the American people.
In an effort to maintain the high standard of conduct expected and deserved by our Forefathers, our Members, and the American public NSSAR operates under the Code of Business Ethics and Conduct outlined below.
SECTION 2. COMPLIANCE REQUIREMENTS
All members, employees, and volunteers are required to comply with applicable federal, state, and local laws and regulations and with NSSAR bylaws and policies.
SECTION 3. PROHIBITED ACTIONS
No member, employee, or volunteer shall engage in the following actions:
- Authorize the use of or use for the benefit or advantage of any person, the name, emblem, endorsement, services or property of NSSAR, except in conformance with NSSAR policy.
- Accept or seek on behalf of any other person, any financial advantage or gain of other than nominal value offered as a result of the member’s, employee’s, or volunteer’s affiliation with NSSAR.
- Publicly use any NSSAR affiliation in connection with promotion of partisan politics, religious matters or positions on any issue not in conformity with the official position of NSSAR.
- Disclose any confidential NSSAR information that is available solely as a result of the member’s, employee’s or volunteer’s affiliation with NSSAR to any person not authorized to receive information, or use to the disadvantage of NSSAR any such confidential information, without the express authorization of NSSAR.
- Knowingly take any action or make any statement intended to influence the conduct of NSSAR in such a way as to confer any financial benefit on any person, corporation or entity in which the individual has a significant interest or affiliation.
- Operate or act in a manner that creates a conflict or appears to create a conflict with the interests of NSSAR and any organization in which the individual has a personal, business or financial interest.
- Retaliate against any member, employee or volunteer who seeks advice from, raises a concern with or makes a complaint about fraud, waste, abuse, policy violations, discrimination, illegal conduct, unethical conduct, unsafe conduct or any other misconduct by the organization, its members, employees or volunteers.
- Operate or act in any manner that is contrary to the best interest of NSSAR.
- Conduct in disseminating via multi-party e-mail, mail, social media or other means, disparaging, maligning, false, or harassing comments or statements concerning compatriots.
- Issuance of circulars, communications or pronouncements regarding the NSSAR purporting to represent official policies of the NSSAR via e-mail, mail, social media or other means, without the approval of the Trustees, Executive Committee or the Executive Director.
- Misappropriate or convert to personal use the personal or intellectual property of the NSSAR without the approval of the Trustees, or if that authority is delegated, without the approval of the Executive Committee or the Executive Director.
SECTION 4. REPORTING RESPONSIBILITY
Each member, employee, volunteer and other stakeholder of NSSAR has an obligation to report in accordance with this Code of Business Ethics and Conduct Policy violations and suspected violations of this Policy.
SECTION 5. HANDLING OF REPORTED VIOLATIONS
Violations of this Policy shall be referred to the Ethics Committee for investigation in accordance with NSSAR Bylaw 18, Section 7. The investigation may be instituted by a written complaint or by information brought to the attention of the Chairman or a member of the committee. The committee may request the NSSAR Inspector General or NSSAR Chief Compliance Officer investigate the alleged violation. At the conclusion of the investigation, the committee may hold hearings and take testimony as provided in Robert’s Rules of Order.
At the conclusion of the hearing and investigation, the committee may take such action as it deems necessary, or it may recommend disciplinary action to the President General and the Executive Committee. In the event of a recommendation for disciplinary action by the President General and the Executive Committee, the Executive Committee shall review the findings of the Ethics Committee and take appropriate action or no action as the case requires.
The alleged violator may appeal the action taken by the Executive Committee in accordance with NSSAR Bylaw 17, Section 3 by filing notice within thirty (30) days demanding a hearing on the alleged violations before the Executive Committee at a date, time and place which shall be set by the Executive Committee. The alleged violator shall have a further right to appeal any action taken by the Executive Committee to the Board of Trustees at its next regular meeting. Executive Committee action other than expulsion shall be confirmed by a majority vote of the members of the Board of Trustees present. If the action being sought against the alleged violator is expulsion from NSSAR, a two-thirds (2/3) vote of the members of the Board of Trustees present and voting shall be necessary to expel.
Such alleged violator shall have a further right to appeal any action taken by the Board of Trustees to the immediately following Annual Congress. Board of Trustees action other than expulsion shall be confirmed by a majority vote of the delegates at said Annual Congress present and voting. If the action being sought against the alleged violator is expulsion from NSSAR, a two-thirds vote of the delegates at said Annual Congress present and voting shall be necessary to expel.
CONFLICT OF INTEREST/CODE OF ORGANIZATIONAL CONDUCT
SECTION 1. PURPOSE
The National Society of the Sons of the American Revolution (known hereafter as NSSAR) is a not for profit, tax-exempt organization. Maintenance of its tax-exempt status is important for both continued financial stability, public and member support. Therefore, the Internal Revenue Service, as well as other regulatory agencies, tax officials and other stakeholders view the policy and operations of the SAR as a public trust, which is subject to scrutiny by and accountable to such authorities as well as its constituents.
Consequently, there does exist between the NSSAR and its officers, trustees, committee chairmen, senior staff and the general public a fiduciary duty that carries with it a broad and clear duty to fidelity and loyalty. The officers, trustees and senior staff have the responsibility to administer the affairs in an honest and prudent manner, exercising the best skill, abilities and judgment for the sole benefit of the NSSAR. Those persons who serve in leadership capacities shall exercise good faith in all matters and transactions, and shall refrain from practices that allow personal gain or benefit due to knowledge or influence. The interest of the SAR shall be the priority in all decision and actions.
SECTION 2. PERSONS CONCERNED
This code and statement is intended for all general officers, trustees, committee chairmen, senior staff and others as so determined by the trustees of the NSSAR. All persons who may influence decisions of the NSSAR may be added at any time.
SECTION 3. AREAS OF POTENTIAL CONFLICT
Conflicts may arise in relations to officers, trustees, and senior staff with any of the following third parties:
- Persons and firms supplying goods and services to the NSSAR.
- Persons and firms from whom the NSSAR leases property or equipment.
- Persons and firms with whom the NSSAR is maintaining or plans to maintain a business relationship that involves the sale of real estate, securities, or other property.
- Competing or affinity organizations.
- Donors and others supporting the NSSAR.
- Agencies, organizations, and associations that affect the operations of the NSSAR.
- Family members, close associates and other employees.
SECTION 4. NATURE OF CONFLICT OF INTEREST
A conflicting interest may be defined as an interest, direct or indirect, with any person or firms mentioned in Section 3. Such interest may arise from the following activities:
- Owning stock or holding debt or other proprietary interest in a third party dealing with NSSAR.
- Holding office, serving on the board, participation in management, or being otherwise employed or previously employed with any third party who conducts business or intends to conduct business with the NSSAR.
- Receiving remuneration for services with respect to individual transactions involving the NSSAR.
- Using the time, personnel, equipment, good will or other resources of the NSSAR for activities other than approved activities, programs, and functions.
- Receiving personal gifts, professional opportunities or loans from third-party vendors conducting business or intending to conduct business with the NSSAR. Receipt of any gift of cash is prohibited. Gifts with a value of less than $25 (twenty-five dollars) may be accepted only if the acceptance avoids a discourtesy.
SECTION 5. INTERPRETATION OF POLICY
The areas of conflicting interest listed in Sections 3 and 4 are examples of potential conflicts and may be expanded as situations dictate. All persons who serve in leadership and critical areas of the NSSAR shall use best judgment to determine any possible conflicts. The Chancellor General of the SAR shall be consulted on any question of this policy.
Persons in leadership positions of the NSSAR shall disclose any potential conflict before transactions are consummated. The leadership shall scrutinize all transactions and disclose any activities that are, or have the appearance of, a conflict to the trustees immediately upon knowledge of such activities.
This policy, once enacted, shall be mandatory for all affected members. Any change of the policy will require a two-thirds affirmative vote of the Executive Committee and a two-thirds affirmative vote of the Trustees of the NSSAR. Such vote will occur at a called meeting of the Executive Committee and Trustees.
SECTION 6. DISCLOSURE POLICY AND PROCEDURE
Transactions with parties with whom a conflicting interest exists may only be undertaken when all four (4) stipulations are met:
- The conflict of interest is fully disclosed.
- The person with the conflict refrains from discussion and approval of such transaction.
- A competitive bid or comparable valuation exists.
- The leadership, executive committee, board of trustees, or duly constituted committee determines that the transaction serves the best interest of the NSSAR.
Disclosure shall be made to the President General (Executive Director/Chief Operating Officer if the President General is the person in conflict) and the Chancellor General, who shall bring the matter to the Board of Trustees for discussion and resolution. Disclosures that involve Executive Committee members shall be made to the President General and Chancellor General.
The duly constituted committee shall determine whether a conflict exists. Further, the constituted body shall determine in a fair, just, and reasonable manner if the approval of such transaction with the disclosed conflict best serves the interest and mission of the NSSAR.
All officers, trustees, committee chairmen, senior staff, must sign a NSSAR Conflict of Interest Statement each year and others as so determined by the trustees of the NSSAR.
GUIDELINES FOR NSSAR GENERAL OFFICER CANDIDATES
The rules governing the nomination of candidates for General Officer can be found in Bylaw No. 18, Section 1(b). Other guidelines include the following:
- All members of the NSSAR are expected to act as gentlemen.
- All candidates and their supporters will conduct themselves in a gentlemanly manner at all times.
- All candidates and their spokesmen will refrain from derogatory remarks about any opposing candidate at all times.
- In the event of a floor nomination, it is the full responsibility of the involved candidates to require their supporters and spokesmen to refrain from any criticism of the opposing candidate.
- If a supporter or spokesman speaks unkindly about the opposition, it will be construed that he speaks directly for the candidate he represents.
- There will be no campaigning or announcements, including distribution of flyers, made by any prospective candidate or his representative until ten (10) days following the National Congress.
- A forum for NSSAR General Officer and NSSAR Foundation board positions will be held prior to the day of the Fall Leadership Meeting. The chairman of the Nominating Committee will announce the location and time of this forum. Candidates or their spokesmen will be allotted a time segment of no more than five minutes for contested positions and 3 minutes for uncontested positions. A period of time for questions of no more than the specified time for presentations by each candidate or their spokesman will be permitted after each candidate or their spokesman speaks. Candidates may display flyers for distribution on tables in designated areas on Thursday and Friday nights prior to the Fall Leadership Meeting. Flyers will not be distributed on Saturday at the Leadership Meeting.
- Each candidate will provide to the Chairman of the Nominating Committee a letter of intent to run for office and an affirmation of compliance with the NSSAR standards of conduct during the campaign period that will end at the Spring Trustees Meeting. This letter should be in the hands of the Chairman of the Nominating Committee by the Candidates Forum at the Fall Leadership Meeting or in no case later than December 31 following the Fall Leadership Meeting.
- Each candidate will provide to the chairman of the Nominating Committee by December 31 following the Fall Leadership Meeting, a written and signed declaration that if elected he will serve. Non-receipt of this declaration by the designated deadline will cause the candidate to be dropped from consideration for the position for which he is a candidate.
- NSSAR letterheads and/or logos will not be used by any candidate on his campaign literature.
- At each congress, a table will be made available at the request of any candidate for National Office for the display and distribution of his campaign literature.
- At no time will campaign literature be distributed in any of the meeting rooms at the National Congress.
- Campaign materials will be distributed only from the candidate's tables at the National Congress which should be staffed at appropriate times.
- Each candidate seeking National Office must be willing to make a commitment of both time and resources to do the job to the best of his ability. Only one candidate will be the winner in any given election. All losing candidates must accept the certified results of each election in a gentlemanly manner.
- Any candidate or his supporters must follow these guidelines in good faith or may be subject to possible complaint and hearing by the NSSAR Ethics Committee in compliance with Bylaw 18, Section 7, of the NSSAR Bylaws or any revision of the Bylaws as approved by the National Congress with respect to the duties and responsibilities of the Ethics Committee.
- These guidelines will be given to each announced candidate for a National Office or NSSAR Foundation board as soon as his intentions are made known or at the latest by December 31P in the year prior to the National Congress at which the election will be held.
- Candidates who are not nominated by the NSSAR Nominating Committee, but choose to run from the floor at the National Congress are expected to follow these guidelines as well as candidates who are nominated by the Nominating Committee. All candidates for contested positions should abide by these guidelines prior to the election at the National Congress.
NON-PROFIT COMPLIANCE POLICIES
INTERNAL REVENUE SERVICE REQUIREMENTS
The IRS requires that all subordinate organizations (in the case of the NSSAR, state societies and chapters and a few other related entities) obtain a 9-digit tax identification number. That number must be linked to the NSSAR’s group exemption number (0690) meaning that the subordinate organization carries the rights and obligations of an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. All state societies and chapters should have one of these numbers, and if not, they should contact the Director of Finance at NSSAR headquarters to find out how to obtain such a number.
The National Society of the Sons of the American Revolution files IRS form 990 (Return of Organization Exempt from Income Tax) every year. The information in this report applies only to the operations of the National Society. Financial and other data pertaining to the state societies and chapters is not included in this return. Each subordinate must file its own form 990.
Generally, a subordinate who has averaged less than $50,000 in gross receipts over the current and previous two years can file form 990-N, an electronic post card. This is an Internet based filing and there is no option for filing a paper report. The report can be filed by visiting the IRS web site at www.irs.gov and clicking on the “Charities & Non-Profits” link.
Here is the data that the IRS will require to file the 990-N:
- Organization’s name (should always be the National Society of the Sons of the American Revolution)
- Any other names your organization uses (should be the State Society or Chapter name)
- Organization’s mailing address
- Organization’s website address (if applicable)
- Organization’s tax identification number
- Name and address of a principal officer of the organization
- Organization’s annual tax period
- A statement that the organization’s annual gross receipts are still normally $50,000 or less
- If applicable, indicate if the organization is ceasing to exist
The IRS refers to “tax” periods for all organizations, although non-profits do not normally pay federal income tax, unless they have unrelated business income. The 990 must be filed by the15th day of the fifth month after the close of the tax period.
Each subordinate should maintain accurate financial records in order to file the 990. It is recommended that each subordinate have one person who keeps track of receipts and disbursements, either with a checkbook, a spreadsheet or any one of the numerous computer programs available to help small businesses keep their books. At the close of the tax period, that person should total all of the receipts of the subordinate and keep that information available for at least 7 years, in case of a possible audit.
According to the IRS, “to determine if an organization’s gross receipts are normally $50,000 or less, apply the following test. An organization’s gross receipts normally are considered to be $50,000 or less if the organization is:
1. Up to a year old and has received, or donors have pledged to give, $75,000 or less during its first tax year;
2. Between 1 and 3 years old and averaged $60,000 or less in gross receipts during each of its first 2 years; or
3. Three years old or more and averaged $50,000 or less in gross receipts for the immediately preceding 3 tax years (including the year in which the return would be filed).”
Most NSSAR members pay chapter, state and national dues. When calculating gross receipts, the subordinate should only count the dues kept by that subordinate. For example, national dues forwarded on to the National Society by the state society should not be included in gross receipts when applying the gross receipts test above. The amount of these dues should also not be included on the subordinate’s form 990 either.
The IRS includes a list of items that should be considered when calculating gross receipts in their publication “Instructions for Form 990 and 990-EZ”. This document can be found on the internet at www.irs.gov. Some of the items an SAR subordinate might have in gross receipts are:
- Contributions, gifts and grants
- Program service revenue
- Membership dues and assessments
- Interest on savings and temporary cash investments
- Dividends and interest from securities
- Gross amount from sales of securities and other assets
- Gross sales of inventory
The IRS states that organizations failing to meet their filing requirements for three consecutive years will have their filing status revoked. So, it is important that each active SAR subordinate meet its filing requirements each year.
Subordinates that do not meet the tests for filing form 990-N must file either form 990-EZ or form 990. It is recommended that a professional experienced in preparing such a return complete this filing.
NSSAR CHIEF COMPLIANCE OFFICER
NSSAR Chief Compliance Officer has oversight authority of the NSSAR and SAR Foundation to ensure compliance with the Sarbanes-Oxley Act as it applies to Tax Exempt Organizations.
NSSAR Chief Compliance Officer reports to the President General in his position as President of NSSAR and Chief Executive of the SAR Foundation.
If for any reason the Chief Compliance Officer is unable to serve, the Deputy Compliance Officer shall perform his duties.
Duties and Responsibilities:
- Documents formal certification of the internal controls, procedures and processes of NSSAR and the SAR Foundation to ensure they are in compliance with the Sarbanes-Oxley Act.
- Works with the Independent Audit Committee, providing assistance to the Chairman of the Committee.
- Coordinates with the Inspector General, the Chancellor General and the Treasurer General as needed.
- Coordinates NSSAR compliance efforts with respect to legislative and regulatory developments affecting NSSAR governance.
- Keeps Management, the Executive Committee (EXCOM), and the Board of Trustees informed about governance law, trends, issues, and best practices.
- Reports to EXCOM all material developments and concerns regarding governance practices, issues and requirements. raised internally or externally.
- Investigates reported violations at the request of the Ethics Committee or President General.
SECTION 1. GENERAL
NSSAR Code of Organization Conduct (hereinafter referred to as the Code) requires officers, trustees, committee chairmen and senior staff to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. The same high standards are expected of all members, employees and volunteers. Officers, trustees, committee chairmen, senior staff, committee members, and employees are representatives of NSSAR and must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.
The objectives of the NSSAR Whistleblower Policy are to establish policies and procedures for:
- The submission of concerns regarding questionable accounting or audit matters by officers, trustees, committee chairmen, committee members, senior staff, employees, and other stakeholders of NSSAR, on a confidential and anonymous basis.
- The receipt, retention, and treatment of complaints received by NSSAR regarding accounting, internal controls, or auditing matters.
- The protection of officers, trustees, committee chairmen, committee members, senior staff, employees, and other stakeholders reporting concerns from retaliatory actions.
SECTION 2. REPORTING RESPONSIBILITY
Each officer, trustee, committee chairman, committee member, senior staff, employee and other stakeholder of NSSAR has an obligation to report in accordance with this Whistleblower Policy (a) questionable or improper accounting or auditing matters, and (b) violations and suspected violations of NSSAR Organization’s Code (hereinafter collectively referred to as Concerns).
SECTION 3. AUTHORITY OF NSSAR INSPECTOR GENERAL
The NSSAR Inspector General is appointed by the President General for a three year term. The NSSAR Chief Compliance Officer is appointed by the President General and his term will end simultaneously with the term of the President General. All reported Concerns will be forwarded to the NSSAR Inspector General in accordance with the procedures set forth herein. The NSSAR Inspector General shall be responsible for investigating, and making appropriate recommendations to the NSSAR Chancellor General and the NSSAR Executive Committee. If the NSSAR Inspector General is the subject of the Concern, the NSSAR Chief Compliance Officer will receive the reported Concerns, and be responsible for investigating, and making appropriate recommendations to the NSSAR Chancellor General and the NSSAR Executive Committee.
SECTION 4. NO RETALIATION
This Whistleblower Policy is intended to encourage and enable officers, trustees, committee chairmen, committee members, senior staff, employees and other stakeholders to raise Concerns within NSSAR for investigation and appropriate action. With this goal in mind, no officer, trustee, committee chairman, committee member, senior staff, employee or other stakeholder who, in good faith, reports a Concern shall be subject to retaliation or, in the case of an employee, adverse employment consequences. Moreover, a NSSAR member or employee who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including referral to the NSSAR Ethics Committee for possible action or termination of employment.
SECTION 5. REPORTING CONCERNS
Employees should first discuss their Concern with their immedi