1. Abide by the Bylaws, Policies and Standards of Conduct of the Foundation.
2. Make every effort to attend the three board meetings being held in 2025.
3. Work to accomplish REF's goals and objectives.
4. Promote REF's mission and programs to members in my local HBA and region by sharing REF news, events, sponsorships and more as appropriate.
5. Attend at least one meeting or event of the HBAs in my region as an ambassador of REF.
6. Communicate any concerns, questions or requests from local HBAs and members to REF administrative staff and leadership. 
7. Speak freely and respectfully on issues during discussion, ultimately supporting all actions taken by the Board of Directors. 
8. Review, sign and adhere to the required board forms, including: Confidentiality Policy, Conflict of Interest Policy & Disclosure, Anti-Harassment Policy, Whistleblower Policy, and Diversity Statement.  

In return for your commitment, REF's Administrator and leadership will support you by providing the necessary training and guidance to succeed in your role as a director.

It is the policy of NYSBA Research & Education Foundation (REF) that board members and staff of REF may not disclose, divulge, or make accessible confidential information belonging to, or obtained through their affiliation with REF to any person, including relatives, friends, and business and professional associates, other than to persons who have a legitimate need to know such information and to whom REF leadership has provided written authorization for such disclosure. Board members and administrative staff shall use confidential information solely for the purpose of performing services as a board member or staff for REF. This policy is not intended to prevent disclosure where disclosure is required by law.
 
Board members and staff must always exercise good judgment and care to avoid unauthorized or improper disclosures of confidential information. Conversations in public places, such as restaurants, elevators, and airplanes, should be limited to matters that do not pertain to information of a sensitive or confidential nature. In addition, board members and staff should be sensitive to the risk of inadvertent disclosure and should, for example, refrain from leaving confidential information on desks or otherwise in plain view and refrain from the use of speakerphones to discuss confidential information if the conversation could be heard by unauthorized persons.
 
At the end of a board member’s term in office or upon the termination of an administrator’s employment, he or she shall return, at the request of REF, all documents, papers, and other materials, regardless of medium, that may contain or be derived from confidential information in his or her possession.

Source: BoardSource (referred by NAHB)

In their capacity as directors, the members of the Board of Directors (the “Board”) of the NYSBA Research & Education Foundation (“REF”) must always act in the best interests of REF. The purpose of this policy is to inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and ensure the avoidance of conflicts of interest. This policy will be enforced against individual Board members as described below. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to not-for-profit corporations.

• Board members have a fiduciary duty to conduct themselves without conflict with the interests of REF.  In their capacity as Board members, they must subordinate personal, individual business, third-party, and other interests to the welfare and best interests of REF. Board members are obligated to disclose ethical, legal, financial or other conflicts of interest involving REF and any other organization.
  
  
• A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to REF and the Board member’s personal, business or other interests.   
  
  
• All conflicts of interest are not necessarily prohibited or harmful to REF.  However, full disclosure of all actual and potential conflicts, and a determination by the disinterested Board (or REF Executive Committee) members – with the interested Board member(s) (“Interested Person”) recused from participating in discussion Tand voting on the matter – are required.    
  
  
• All actual and/or potential conflicts of interests shall be disclosed by Board members to the REF Executive Committee through the annual disclosure form and/or whenever a conflict arises. The REF Executive Committee may receive a presentation from the Interested Person, but after the presentation, the Interested Person shall leave the meeting and not participate in any discussion or vote regarding the proposed transaction or arrangement for REF.   The REF Executive Committee shall exercise due diligence in collecting material facts and information regarding the transaction and the Interested Person's conflict of interest. If appropriate, the REF Executive Committee shall also consider alternatives to the proposed transaction or arrangement and determine whether more advantageous transactions or arrangements may be made with persons or entities that would not give rise to a conflict of interest. The REF Executive Committee shall make the final decision as to whether REF should enter into the transaction, upon determining that the transaction is in REF’s best interests, for its own benefit, and fair and reasonable to REF. This determination shall be made by a majority vote of the disinterested members of the REF Executive Committee. The REF Executive Committee shall inform the Board of such determination and action.  The Board shall retain the right to modify or reverse such determination and action and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.    
  
  
• On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below.  All completed forms shall be provided to and reviewed by the REF Executive Committee, as well as all other conflict information provided by Board members.   
  
  
• If the Board has reasonable cause to believe that someone has failed to disclose an actual or possible conflict of interest, it shall inform such person of the basis for this belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and making further investigation as warranted by the circumstances, the Board determines the person has failed to disclose an actual conflict of interest, the Board shall take appropriate disciplinary and corrective action.
  The Board shall authorize and oversee an annual review of the administration of this policy. This is intended to ensure that REF operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status. The review shall consider the level of compliance with this policy, the continuing suitability of this policy, and whether the policy should be modified or improved. The review shall also consider whether transactions engaged in by REF have conformed to REF’s policies, reflect reasonable investment or payment amounts, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

SOURCE: Venable LLP (referred by NAHB)

I have read the REF Board Conflict of Interest Policy set forth above, I understand its terms and agree to comply fully with its terms and conditions during my service as a REF Board member. 

If at any time following the submission of this form, I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the REF President and Administrator in writing.   

Purpose
The NYSBA Research & Education Foundation (REF) aims to be inclusive to the largest number of contributors, with the most varied and diverse backgrounds possible. As such, we are committed to providing a friendly, safe and welcoming environment for all, regardless of gender, sexual orientation, ability, ethnicity, socioeconomic status, and religion.
 
This Anti‐Harassment Policy outlines our expectations for all those who are involved as staff, director, consultant, or volunteer with REF as well as the consequences for unacceptable behavior.
 
We expect all participants in REF business to create safe and positive experiences for everyone.
 
“Participant” in this policy refers to anyone who participates in the REF Board of Directors, including staff, directors, consultants, volunteers, or guests.
 
Expected Behavior
We expect all participants to abide by this Anti‐Harassment Policy in all REF functions, including ancillary events and official and unofficial social gatherings.

• Exercise consideration and respect in your speech and actions.
• Refrain from demeaning, discriminatory, or harassing behavior and speech.
• Be mindful of your surroundings and of your fellow participants.
• Alert community leaders if you notice a dangerous situation, someone in distress, or violations of this Anti‐Harassment Policy, even if they seem inconsequential.

Unacceptable Behavior
Unacceptable behaviors include:

• Intimidating, harassing, abusive, discriminatory, derogatory or demeaning speech or actions by any participant in REF, at all related events and in one‐on‐one communications carried out in the context of REF.
• Harmful, offensive or prejudicial verbal or written comments or visual images related to gender, gender identity or expression, national origin, citizenship or immigration status, actual or perceived sexual orientation (including pregnancy), race, color, religion, disability, age, appearance (height, weight), genetic information, creed, military status, predisposing genetic characteristics, marital status, domestic violence victim status, criminal arrest, conviction or prosecution status , or other personal characteristics or any other protected classification under federal, state or local law.
• Inappropriate use of nudity and/or sexual images.
• Deliberate intimidation, stalking or bullying.
• Harassing photography or recording.
• Sustained disruption of an individual’s daily life and tasks.
• Unwelcome and uninvited attention or physical contact.
• Physical assault (including unwelcome touch or groping).
• Real or implied threat of physical harm or violence.
• Real or implied threat of professional or financial damage or harm or violence.

Be careful in the words that you choose. Remember that sexist, racist, and other exclusionary jokes can be offensive to those around you. Excessive swearing and offensive jokes are not appropriate within REF.
 
Consequences of Unacceptable Behavior
Unacceptable behavior from any participant will not be tolerated. If a participant engages in unacceptable behavior, the REF Executive Board may take any action they deem appropriate, including removal of the individual from the REF function at which the harassment occurred, and/or from the Board of Directors entirely. Egregious violations will result in more severe sanctions including expulsion from REF and all of its programs.
 
If You Are Subject to or Witness Unacceptable Behavior
If you are being harassed, have a good faith belief that someone else is being harassed, or have any other concerns, please contact the REF paid administrator and/or President in writing or by telephone.
 
All reports are strictly confidential. In order for REF to fully investigate any alleged harassment, please provide the following information, in writing:

• Identifying information of the participant doing the harassing;
• The behavior that was deemed to be in violation of this Anti-Harassment policy;
• The approximate date/time of the behavior (if different than the time the report was made);
• The circumstances surrounding the incident;
• Other people involved in or witnessing the incident.

All reports will be reviewed by the REF Executive Board to determine appropriate action.
 
Addressing Grievances
If you feel you have been falsely or unfairly accused of violating this Anti-Harassment Policy, you should notify the REF paid administrator or President with a concise description of your grievance.

SOURCE: SMARTS Consulting (via the American Society of Association Executives)

In keeping with the policy of maintaining the highest standards of conduct and ethics, the NYSBA Research & Education Foundation (REF) will investigate (i) any suspected fraudulent or dishonest use or misuse of REF’s resources or property by staff, board members, consultants, or volunteers and (ii) legal, compliance and regulatory matters.
 
Staff, board members, service providers, consultants, and volunteers are encouraged to report suspected fraudulent or dishonest conduct (i.e., to act as “whistleblower”), pursuant to the procedures set forth below.
 
Reporting
 
A person’s concerns about possible fraudulent or dishonest use or misuse of resources or property should be reported to the paid REF administrator. If, for any reason, a person finds it difficult to report his or her concerns to the REF administrator, the person may report the concerns directly to the President. Reporting parties who are willing to provide their names should indicate if they want their names kept confidential Alternately, to facilitate reporting of suspected violations where the reporter wishes to remain anonymous, a written statement may be submitted to one of the individuals listed above.
 
Definitions
 
Baseless Allegations
Allegations made with reckless disregard for the truth or falsehood of such statements. Individuals making such allegations will be subject to disciplinary action by REF, and/or legal claims by individuals accused of such conduct.
 
Fraudulent or Dishonest Conduct
A deliberate act or failure to act with the intention of obtaining an unauthorized benefit. Examples of such conduct include:

• Forgery or alteration of documents;
• Unauthorized alteration or manipulation of computer files;
• Fraudulent financial reporting or a deliberate error in recording or maintaining financial records of REF;
• Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of REF;
• Pursuit of a benefit or advantage in violation of REF’s Conflict-of-Interest Policy;
• Misappropriation or misuse of REF resources, such as funds, supplies, or other assets;
• Authorizing or receiving compensation for goods not received or services not performed;
• Authorizing or receiving compensation for hours not worked;
• Non-compliance with applicable legal, compliance and regulatory requirements.

Whistleblower
A staff member, director, consultant, or volunteer who informs the paid administrator or President about an activity relating to REF which that person believes to be fraudulent or dishonest.
 
Rights and Responsibilities
 
Investigation
All relevant matters, including suspected but unproved matters, will be reviewed and analyzed, with documentation of the receipt, retention, investigation, and treatment of the complaint. Appropriate corrective action will be taken, if necessary, and findings will be communicated to the reporting person. Investigations may warrant retention and investigation by independent persons such as auditors and/or attorneys and/or other relevant expertise, as deemed necessary to conduct the investigation in accordance with this policy.
 
Whistleblower Protection
REF will protect whistleblowers as defined below:

• REF will use its best efforts to protect whistleblowers against retaliation. Whistleblowing complaints will be handled with sensitivity, discretion, and confidentiality to the extent allowed by the circumstances and the law. This means that whistleblower complaints will only be shared with those who have a bona fide need to know so that REF can conduct an effective investigation, determine what action to take based on the results of any such investigation, and in appropriate cases, with law enforcement personnel. (Should disciplinary or legal action be taken against a person or persons as a result of a whistleblower complaint, such persons may also have the right to know the identity of the whistleblower.)
• Staff, directors, consultants, and volunteers of REF are expressly prohibited from retaliating against a whistleblower for informing management about an activity which that person reasonably believes to be fraudulent or dishonest with the intent or effect of adversely affecting the terms or conditions of the whistleblower’s position, including but not limited to, threats of physical harm, loss of job, punitive work assignments, or impact on salary or fees. Whistleblowers who believe that they have been retaliated against may file a written complaint with the paid administrator or President. Any complaint of retaliation will be promptly investigated and appropriate corrective measures taken if allegations of retaliation are substantiated. This protection from retaliation is not intended to prohibit supervisors from taking action, including disciplinary action, including suspending or terminating an employee for good and sufficient reasons, in the usual scope of their duties and based on valid performance-related factors (which, for the avoidance of doubt, shall not include having made a good faith report of an alleged violation of a REF policy). A person's right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of a report or any ensuing investigation.
• Whistleblowers must be cautious to avoid baseless allegations (as described in the definitions section of this policy).

SOURCE: BoardSource (referred by NAHB)

The NYSBA Research & Education Foundation (REF) is committed to welcoming staff, board members, and any individuals, vendors, or collaborators who — regardless of their background — help make the organization friendlier and more effective in meeting its goals. We strive to promote a culture where everyone feels valued, respected, and supported regardless of who they are and where they come from. Diversity describes our individual differences. Inclusion defines how we treat each other.
 
The REF board practices a culture of openness and encourages candid communication.

• The more diversity of opinions and backgrounds the board possesses, the better foundation it has for sound decisions.
  • Board members’ different perspectives help vet all sides of an issue.
  • While differing opinions engender open discussions, there are times that the majority must make a decision to advance the board agenda.  As such, deference must be given to the Board chair in order to maintain peace and uphold the integrity of the Board meeting.
• A culture of openness and candor defines communication.
  Board members should be alert and attentive during meetings.
  • Rich communication provides the opportunity for insightful discussions.
  • Sincere conversation, however, does not include insults or hurtful words. Board members should not interrupt a speaker regardless of how important the point is. Each Board member should wait his or her turn and seek permission from the board chair to speak.
  • Divergent views are explored in a respectful rather than adversarial manner.
  • A debate is always welcome; arguments should be avoided.
  • At times board members need to weigh their words in order not to offend anyone.
  • The board is cognizant of unacceptable terms or vocabulary.
  • Board discussions can be contentious because of the requirement for diverse views and opinions. Even seasoned board directors can occasionally become so passionate about an issue that board etiquette goes by the wayside. On those rare occasions, apologies are always in order and should be made.

SOURCE: BoardSource (referred by NAHB)

Thank you for reviewing and signing each of the above forms. Please click "Submit" to submit your forms. You will receive a confirmation email upon receipt.

We look forward to your participation on the REF Board of Directors!