Code of Conduct - Excelsior Institute

Excelsior Institute of Business and Finance

Code of Conduct and Ethics

I. Introduction

The purpose of this Code of Conduct and Ethics (the “Code”) is to describe the standards of conduct and business ethics expected of the directors, officers, committee members, volunteers and employees of Excelsior Institute of Business and Finance (“Excelsior”). Directors, officers, committee members, volunteers and employees of Excelsior must strictly adhere to the letter, intent and spirit of this Code and of all laws, rules and regulations applicable to the conduct of Excelsior’s activities and must exercise high standards of integrity and sound ethical judgment. If a member or employee violates any portion of the Code, fails to report another member or employee who is in breach of the code or knowingly permits an employee under his or her supervision to breach the code, it could result in stern disciplinary action including reprimand, loss or reduction of compensation, seniority or promotional opportunity, demotion, suspension or termination.

The Code shall include and be applicable to immediate family and in-laws. While it is recognized that an individual may not be able to control or influence the acts or omissions of these persons, it is the responsibility of directors, officers, committee members, volunteers and employees to fully disclose any matter that would, might or might be seen as violating the Code.

The principles set forth herein are not designed to govern all matters, events or situations possible. A waiver of the conflict of interest section of the Code for any director, officer, committee member, or employee of Excelsior may be granted only by the Ethics Committee, which will report any such waiver to the Board of Directors. No other such waivers will be granted.

The purpose of the Code is to provide guidance and set common ethical standards each of us must adhere to on a consistent basis. It governs the actions and working relationships of Excelsior’s volunteers, board members, officers, managers and all other associates of Excelsior’s in dealing with fellow employees, volunteers, guests, competitors, vendors, suppliers, governmental and self-regulatory agencies, the media, and anyone else with whom Excelsior has contact. These relationships are essential to the continued success of Excelsior.

This Code:

1) Requires the highest standards for honest and ethical conduct, including proper and ethical procedures for dealing with conflicts of interest between personal and professional relationships.

2) Requires full, fair, accurate, timely and understandable disclosure in reports and documents that Excelsior files, or submits to, governmental and regulatory agencies, and in other public communications made by Excelsior.

3) Requires compliance with applicable governmental laws, rules and regulations.

4) Requires the prompt internal report of any illegal behavior or violations of the Code.

5) Establishes accountability for adherence to the Code.

6) Provides for methods to communicate violations of the code.

II. Code of Professional Conduct – Obligations to the Client

A. Ethical Principle

Members have an ethical obligation to serve each client in a professional manner, being respectful of their wishes and confidences, and being honest and fair in all dealings with them.

B.To best serve Excelsior clients, Excelsior volunteers shall:

1) Always conduct their counseling and other Excelsior activities in a manner that unequivocally places the interests of their clients first. Volunteers shall ensure that all available resources are offered to clients, including assistance by other counselors, or by outside organizations where appropriate.

2) Initiate follow-up contacts to ensure the potential success of their clients. Volunteers will continue counseling a client as long as the counseling is of value to the client and where both the client and the volunteer agree the counseling should continue. If the volunteer is unable or unwilling to continue counseling for personal reasons, the case will be reassigned to another volunteer.

3) Avoid accepting or participating in Excelsior activities that create a conflict of interest between the volunteers, their families, outside business or financial activities or interests. If a conflict is not reasonably unavoidable, then the volunteer must notify the client in writing that there is a potential or actual conflict and the nature of the conflict. If client acknowledges and accepts the situation, including the actual or potential conflict, in writing, then the relationship between the volunteer and the client may continue. If there is no such agreement then the relationship must be terminated and a new volunteer assigned if at all possible. See more in the “Conflicts of Interest” section.

4) Provide services to clients without regard to religion, race, color, national origin, sex, sexual orientation or disability.

5) Comply with all applicable federal or state laws or regulations.

6) Protect all non public business information provided by the clients.

7) Carry out all aspects of services in a competent and respectful manner.

8) Properly account for and remit any monies, documents, or personal property that belongs to others that comes into the member’s possession.

9) Not engage in any unprofessional conduct of a character likely to deceive, defraud or harm the client they serve in the course of providing professional services.

III. Code of Professional Conduct – Obligations to the Public

A. Ethical Principle

Members have an ethical obligation to the public to offer their services or products and to operate their businesses in accordance with the highest principles of honesty, fair dealing and professionalism.

B. To best serve the community, Excelsior volunteers shall:

1) Not engage in any unprofessional conduct which is likely to defraud or deceive the public.

2) Not engage in false or misleading advertising.

3) Not pay or offer to pay a commission or anything of value to third parties for favors of any kind.

4) Not use alcohol or drugs which impacts the member’s ability to carry out his or her obligation.

IV. Code of Professional Conduct – Obligations to the Government

A. Ethical Principle Members have an ethical obligation to maintain strict compliance with the letter and spirit of all governmental laws and regulations that impact the consumer, the profession, and the public.

B. To best serve the public, Excelsior volunteers shall:

1) Not knowingly make or file false records or reports.

2) Comply with all federal, state or local laws, rules or regulations governing or impacting the industry.

3) Comply with all federal, state or local laws, rules or regulations that were enacted to protect consumers.

4) Comply with all federal, state or local laws, rules or regulations that were enacted to protect the environment.

V. Code Of Professional Conduct – Obligations To Excelsior

A. Ethical Principle Members have an ethical obligation to professionally act in a manner that upholds the purposes and objectives of Excelsior.

B. To best serve Excelsior, volunteers shall:

1) Comply with the Articles of Incorporation, Bylaws and other rules and regulations of Excelsior.

2) Conduct themselves in a proper and appropriate manner while attending or participating in Excelsior sponsored events and in all communications with Excelsior staff.

3) Be honest, fair, and act with integrity to other Excelsior members and treat others with mutual respect and trust for each individual and company.
4) Not engage in negative communication that disparages other individuals or entities with which the Excelsior interacts.
5) Honestly represent their background, experience, qualifications and capabilities.

VI. Legal Compliance

Excelsior shall comply with all governmental laws, rules and regulations in all of its activities. This means that directors, officers, volunteers and employees are to avoid any activity that involves or could lead to the involvement of Excelsior, its assets or its directors, officers, volunteers or employees in any unlawful practice.

It is the personal responsibility of all directors, officers, committee members, volunteers and employees to acquaint themselves with the legal standards and restrictions applicable to their duties and responsibilities and to conduct themselves accordingly. Failure to comply with legal requirements not only is a violation but it also is inconsistent with Excelsior’s commitment to be a responsible citizen in the communities that it serves. Over and above the strictly legal aspects, however, directors, officers, committee members, volunteers and employees are expected to observe the additional standards of business and personal ethics specified in the Code and to conduct themselves in a manner that would not be an embarrassment or detriment to Excelsior. Because violations of laws can result in civil damages, criminal penalties and fines for Excelsior, directors, officers, committee members, volunteers and employees should contact the Chairman of the Ethics Committee if any issues arise regarding the Code or the law.

VII. Communications

All Excelsior communications, whether external or internal, shall be accurate and complete.

The CEO and senior officers responsible for making public communications about the operations and business condition of Excelsior shall cause full, fair, accurate, timely and understandable disclosure in public communications about Excelsior. Only persons who have been specifically assigned the responsibility to make public communications on behalf of Excelsior may do so.

VIII. Fair Dealing

Directors, officers, committee members, volunteers and employees should endeavor to deal fairly with Excelsior’s donors, clients, employees of clients, suppliers’ employees and others.
No director, officer, committee member, volunteer or employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

IX. Confidential Information

Directors, officers, committee members, volunteers and employees shall protect Excelsior’s confidential information as well as that of its donors, clients, suppliers, volunteers, fellow employees and others who disclose any information to Excelsior on a confidential basis. Excelsior’s policy is that all information developed or shared as the result of its activities is proprietary to Excelsior and an important asset in the operation of Excelsior’s services, and the unauthorized use or disclosure of this information is prohibited.

A. Non-Disclosure. Nonpublic information regarding Excelsior and its members, guests, employees and suppliers must be kept confidential and should not be disclosed without proper authorization. As a person covered by this Code, you may be trusted with confidential information. You may use confidential information only for the business purpose intended. You are not to share any confidential information with anyone outside of Excelsior’s, including family and friends, or with other employees who do not “need to know” this information to carry out their duties. Additionally, you may be required to sign a confidentiality agreement at any point. You remain under an obligation to keep all nonpublic information confidential, to the extent permitted by law, even if your employment with Excelsior’s ends. Documents containing confidential information must be kept in a safe, secure place in Excelsior’s facility.

B. Confidential Defined. Confidential information is information that is not generally available to the public, and includes, but is not limited to:

1) Trade secrets, which include any business or technical information, such as recipes, formulas, programs, methods, techniques and compilation of information that is valuable because it is not generally known.

2) All rights to any recipe, invention or process developed by an employee using Excelsior‘s facilities or trade secret information, resulting from any work for Excelsior, or relating to Excelsior, shall belong to Excelsior.

3) Proprietary information such as guest lists, confidential guest information, membership lists, certain financial information, etc.

4) Revenues, costs, profits, financial statements, ledgers, software, operating plans, budgets, projections, internal financial reporting, sales reporting, vendor lists, product purchase costs, quantity information, contractual agreements, wage/salary information, etc.

5) Marketing plans and information regarding advertising campaigns.
6) Human Resources strategies, recruiting materials, training materials, etc.
7) The terms, which are not publicly disclosed, of any contract between Excelsior and any third party.

It is understood that directors, officers, committee members, volunteers and employees of Excelsior are to perform and exercise all consultative and advisory services to individuals and/or client organizations in accordance with the highest traditions of professional ethics. It is vital to the successful functioning of the consultative process that all details of client consultations be held in complete confidence. Every effort must be made to prevent the disclosure of such confidences unless there is the client’s express consent.

Much of the information Excelsior develops in consultations, client needs analysis, and donor solicitation is original in nature and its protection is essential to Excelsior’s continued success. Such information shall be safeguarded. This information shall be protected by all Excelsior directors, officers, volunteers and employees and not disclosed to outsiders. Its loss through inadvertent or improper disclosure could be harmful to Excelsior. In addition, Excelsior respects the property rights of others concerning their own proprietary information and accordingly, directors, volunteers and employees are required to fully comply with both the spirit and the letter of U.S. and foreign laws and regulations protecting such rights.

C. Disclosure of Confidential Information.

To protect confidential information, it is Excelsior’s policy that:

1) Confidential information of Excelsior shall be disclosed within Excelsior only on a need-to-know basis.

2) Confidential information of Excelsior shall be disclosed outside Excelsior only when required by law or when necessary to further Excelsior’s business interests and then only in accordance with Excelsior’s disclosure guidelines.

However, it is understood and agreed that Excelsior may publish periodic reports concerning the types of clients that have sought assistance, together with a brief descriptive statement of the nature of the consultative service rendered. The names of particular clients will not be used in such publications unless consent is given by such clients. The activity reports are to be made available to individuals, groups, foundations, corporations and agencies for the purpose of reporting to the public about the activities of Excelsior and encouraging support for the continuation of the programs provided by Excelsior.

In addition, no person covered by this Code shall agree to enter into any confidentiality, non-disclosure or similar agreement with any third party on behalf of Excelsior unless such agreement shall have been approved by the appropriate Board of Directors or an authorized Executive Officer of Excelsior. See “Limits on Authority” below.

X. Communications with Media and Public

Excelsior is a public reporting company and, as such, must adhere to legal requirements and best practices relative to public disclosure and external communications. An authorized Executive Officer of Excelsior must approve press releases, public statements and marketing materials (including those on-line) produced on behalf of Excelsior prior to their release. Excelsior has specific guidelines regarding contact with print and broadcast media. All interviews or requests to access Excelsior personnel must be approved by the Vice President of Corporate Communications.

XI. Insider Trading

It is both illegal and unethical to buy, sell, trade or otherwise participate in transactions involving Excelsior’s clients’ securities while in possession of material information concerning a client that has not been released to the general public, but which when, or if, released may have an impact on the market price of the client’s securities. Excelsior has hereby established a policy relating to insider trading, and all volunteers, board members, officers, managers and all other associates of Excelsior are required to comply with such policy. In addition to potential civil and criminal liability under applicable securities laws, violation of the securities laws or the insider trading policy is grounds for disciplinary action, which may include termination. Any questions concerning the propriety of participating in an Excelsior client’s or other company stock or other security transaction should be directed to the Chairman of Excelsior’s Ethics Committee.

XII. Conflicts Of Interest

Directors, officers, committee members, and employees shall avoid any personal influences or relationships that would affect their ability to act in the best interests of Excelsior’s clients.

A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with the interests of Excelsior orExcelsior’s clients. A conflict situation can arise when a director, officer, committee member, volunteer or employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when a director, officer, committee member, volunteer or employee, or a member of his or her family receives improper personal benefits as a result of his or her position in Excelsior. Directors, officers, committee members, volunteers and employees shall not have any ongoing, or substantially significant, financial or other relationship with suppliers, clients or competitors that would impair the independence of any judgment they may need to make on behalf of Excelsior orExcelsior’s clients.

A. Basis for Handling Conflicts Four actions that underpin implementation of managing conflicts are:

1. Avoid the conflict were feasible;

1. Disclose all potential, perceived, or actual conflicts;

1. Manage the conflict where appropriate; and

1. Prohibit any activity where necessary to protect the client, the public interest or the interests of Excelsior.

Directors, officers, committee members, volunteers and employees are required to disclose to Excelsior any financial or other relationships with suppliers, clients or competitors that they may have and the reasons they believe such relationship would not violate the Conflict of Interest provisions of the Code. They may not perform, for any personal gain, services to any supplier of goods or services to Excelsior or any other organization that is engaged in doing business with or serving Excelsior without previously making such disclosure to Excelsior’s Ethics Committee. After such disclosure is made, the Ethics Committee will review the disclosure and a decision will be made as to whether the disclosed item constitutes a conflict of interest that requires a waiver of the Code, termination of the activity, disciplinary action or some other remedy. Directors, officers, committee members, volunteers and employees are encouraged to request pre-clearance on any potential conflicts of interests in advance of the relationship or transaction taking place. Any matter of question or interpretation that arises relating to this policy should be referred to the Ethics Committee.

Gifts, gratuities, services, loans, entertainment and similar favors may not be accepted if offered, or appear to be offered, as an inducement to perform an act inconsistent with the best interest of Excelsior, Excelsior’s client or if acceptance would place the recipient under an obligation to the provider. Except for gifts of nominal cost—less than $100 in fair market value—or meals and social invitations that are in keeping with good business ethics and do not obligate the recipient or the employee, Excelsior volunteers, staff or a member of his or her immediate family may not accept, give, or offer commissions, gifts, payments, services, loans, or promises of future employment to anyone in connection with his or her assignment.

Directors, officers, committee members, volunteers and employees are expected to work out for themselves the most gracious method of declining gifts, entertainment and benefits that do not meet this standard. Receipt of, or payment of kickbacks or bribes by directors, officers or employees in any way related to the performance of their duties for or on behalf of Excelsior is a violation of this Code.

This policy statement is not intended to apply to gifts and/or similar entertainment of nominal value that clearly are in keeping with good business ethics and do not obligate the recipient.

Doing business with former directors, officers, committee members, or employees is prohibited unless approved in writing by the Ethics Committee.

B. Disclosure

- When is Disclosure Required?
  Disclosure by a staff member must be made when there is potential for conflict, or the perception that a conflict may exist. Disclosure must be full and prompt, and made to the staff member’s supervisor using the appropriate form. In the case of close personal relationships, either party to the relationship can make a disclosure. The primary obligation is to notify, in advance, any potential conflict. Written approval should be obtained before any commitment is made that might involve a conflict.

- Failure to Notify and Actual or Potential Conflict
  Not providing notification of a potential conflict could be regarded as misconduct. There may be occasion when a conflict becomes known after the fact of a decision or determination. In these cases, as soon as the conflict becomes evident it must be reported to the supervisor or Ethics Committee if it involves an employee or to the Ethics Committee if it pertains to a member or volunteer. Excelsior may decide to investigate the circumstances of the decision or determination, including whether a different decision or determination ought to be made. TheEthics Committee may also determine that an investigation should be undertaken to determine whether misconduct has occurred.

- Managing Conflicts
  Following a disclosure the supervisor and all relevant staff members and volunteers, as appropriate, must devise an appropriate plan to manage or avoid the potential or actual conflict. The volunteer or staff member making the disclosure can use the process set out in the Code to assist in evaluating the extent of the conflict with a view to preparing a comprehensive management plan. Any party to the conflict or a relevant supervisor can consult the Ethics Committee to obtain guidance or assistance in resolving any issues.If a conflict is not reasonably unavoidable, then the volunteer must notify the client in writing that there is a potential or actual conflict and the nature of the conflict. If client acknowledges and accepts the situation, including the actual or potential conflict, in writing, then the relationship between the volunteer and the client may continue. If there is no such agreement then the relationship must be terminated and a new volunteer assigned if at all possible.

- Personal Interests
  As unpaid volunteers, Excelsior volunteers shall:

1) Neither charge nor accept fees, honoraria or things of value over $100 as payment for individual counseling services.
2) Not accept payment from a client for travel or other expenses incident to counseling or training or any other activity in excess of the actual costs incurred except that mileage may be reimbursed at the then prevailing IRS rate for businesses.
3) An Excelsior volunteer assigned to counsel a client may become a paid provider for a client being counseled to deliver only products or services that Excelsior does not provide. However, all arrangements where a volunteer is expected to receive payment in excess of $100 must be in writing and must be approved by the Excelsior Board of Directors.
4) In the event a client wishes to engage the volunteer for assistance or advice, Excelsior volunteers or their families shall not:
a) Accept business from Excelsior clients without first advising this prospective client in writing that this would not be an Excelsior relationship and that Excelsior would in no way be involved, such writing shall be forwarded to the Board of Directors.
b) Accept business from Excelsior clients without first getting written permission from Excelsior’s Board of Directors.
c) Directly or indirectly become officers, directors or shareholders, or provide funding (by way of investing, loans or otherwise) for a for-profit business organization that is seeking assistance from Excelsior or has received it within the past three years without first getting written permission from Excelsior’s Board of Directors.
5) In the event that a volunteer accepts employment from his/her client, he or she must immediately resign from Excelsior. The Excelsior chair will take the following actions:
a) Immediately remove the volunteer from the roster.
b) Immediately write the client that has employed the counselor and inform him or her that the counselor is no longer a volunteer of Excelsior and that Excelsior cannot be held accountable for the future actions or advice of the former counselor.

Referral of Excelsior Volunteers to Clients

Where an Excelsior client requests that Excelsior refer the client to an adviser who is privately employed or in private practice and a Excelsior volunteer is also a person privately employed or in private practice, Excelsior may include such counselor on a list of no fewer than three persons for referral.
Excelsior volunteers may not recommend anyone on the list other than to indicate that all are deemed to be highly qualified. Nor may it be noted in any way that an Excelsior counselor’s name is on the list.
If an Excelsior counselor is selected from the list provided, that counselor must provide notice, in writing, to the client that the prospective services would be provided independently of Excelsior and Excelsior will no longer be involved.
A copy of this notification must be given to Excelsior’s Board of Directors.

- Third Parties
  The following guidelines apply to interactions between Excelsior volunteers and third parties:1) Excelsior volunteers may accept fees, commissions, or things of value from third parties on behalf of Excelsior as long as the value does not exceed $100. If the value exceeds $100, then all such commissions, fees, or things of value must be remitted to Excelsior which may, in its sole discretion, remit them in total or in part to the volunteer.
  2) When volunteers perform Excelsior’s services for another organization or agency (other than Excelsior clients), the organization may reimburse Excelsior for the expenses of the volunteers by providing an honorarium to Excelsior, which can then reimburse the volunteers for their expenses.
  3) Excelsior volunteers may charge and accept fees or things of value for assistance in the preparation of loan applications and directly accept so-called finders’ fees for the contact of lending sources as long as (2) above is followed.
  4) Excelsior volunteers, when advising clients about obtaining professional or other services or goods, shall identify, whenever feasible, several sources from which the client may select.Once a management plan is devised it must be signed by all parties and placed in appropriate files to ensure that any decision-maker who might later deal with matters concerning the issue of the disclosure is properly informed prior to making any decisions.

XIII. Corporate Opportunities

Directors, officers, committee members, volunteers and employees are prohibited from (a) taking for themselves opportunities that are discovered through the use of Excelsior property, information or position; (b) using Excelsior property, information, or position for personal gain, and (c) competing with Excelsior.

Officers and employees have an obligation to give their complete loyalty to the best interest of Excelsior including Excelsior’s clients. Officers and employees may not acquire any interest, other than an interest in a publicly held entity, in outside entities, property or assets in which Excelsior has an involvement or potential interest, without the approval of the Ethics Committee.

XIIII. Protection And Proper Use Of Excelsior Property

Excelsior directors, officers, committee members, and employees are charged with safeguarding Excelsior’s assets and property and ensuring their efficient and proper use.

Excelsior’s policy in regards to the protection and proper use of Excelsior property are the following:

1) Property. All Excelsior assets shall be used for legitimate purposes. The unauthorized personal use, borrowing or removal of Excelsior property is prohibited. Excelsior’s property shall not be given away, sold or traded without proper authorization.
2) Records. Personnel who prepare, maintain or have custody of Excelsior’s records and reports should exert their best efforts to see that these documents are: (i) accurate and complete and clearly reflect the dealings and transactions of Excelsior; (ii) safeguarded from loss or destruction; (iii) retained for specified periods of time in accordance with Excelsior’s document retention policy; and (iv) maintained in confidence.
3) Political contributions. The direct or indirect use by employees of any funds or other assets of Excelsior for political contributions in any form (whether in cash or other property, services or the use of facilities) is prohibited.
4) Gifts and Entertainment. No gifts of substantial value, including loans or lavish entertainment shall be offered or furnished to anyone. Reasonable entertainment and courtesies may be extended only if not prohibited by law and then only to the extent that is customary and appropriate. (Further amplification of gifts and entertainment for employees is included in Excelsior’s personnel policies handbook.)

However, commensurate with your position, you may accept benefits that fall within one of the following categories, provided there is no intent to influence or reward you in connection with any business or any transaction with Excelsior’s, and if the frequency and value of such personal benefits from one source are not excessive or unreasonable:

1) gratuities from guests in conjunction with your employment;
2) gifts of a reasonable value that are related to commonly recognized holidays or occasions, such as a promotion, business opening, wedding, birth of a child or religious holiday or ceremony;
3) normal business courtesies, such as a golf game, attendance at an athletic event or the theater, etc., involving no more than ordinary amenities;
4) paid trips or guest accommodations that involve formal representation of Excelsior’s (provided prior written approval is obtained from the Ethics Committee), or which can be or are reciprocated on a personal basis;
5) advertising or promotional material of a reasonable value;
6) civic, charitable, educational, religious or professional organization awards, having a customary or reasonable value, for recognition of service and accomplishments; and
7) meals, refreshments and or entertainment, provided there is a demonstrable business purpose

XV. Reporting Of Illegal Or Unethical Behavior

Directors, officers, committee members, volunteers and employees are required to report suspected misconduct of any nature.

Staff and employees should talk to supervisors, or the Ethics Committee when in doubt about the best course of action in a particular situation. Staff and volunteers must promptly report violations of laws, rules, regulations or this Code to the chairman of the Ethics Committee. Excelsior will not allow retaliation against members, officers or employees for reports made in good faith regarding suspected violations by other persons.

It is against Excelsior policy for an employee or volunteer to discriminate or take adverse action against another employee or volunteer who provides information to governmental authorities about actions they reasonably believe to represent misconduct.

All ethics violations will be reported to the Chairman of the Ethics Committee. Excelsior will maintain a confidential reporting channel for volunteers and employees.

XVI. Workplace Practices

Excelsior is committed to maintaining a safe work place free from illegal discrimination, intimidation, harassment, and retaliation.

Excelsior is committed to fair employment practices, including hiring, pay, promotion, termination, disciplinary action and other terms and conditions of employment. Each employee, or potential employee, shall be judged on his or her own merits without regard to race, religion, color, national origin, gender, age, marital status, physical or mental disability, veteran status, sexual orientation or other status protected by applicable laws.

It is Excelsior’s policy to provide a safe and secure workplace for employees, volunteers and visitors. Employees shall report unsafe conditions or any accidents, no matter how minor, to their supervisor. Volunteers shall report the same to the Executive committee. Excelsior has no tolerance for threats, intimidation, harassment or acts of physical violence in its workplaces. Alcohol and the use of unlawful drugs is strictly prohibited in all Excelsior facilities. On occasions where special events are held on premises, alcohol may be permitted with CEO approval. The possession of weapons by employees or visitors, licensed or not, while on Excelsior property or while on duty elsewhere is strictly prohibited. As a condition of employment or volunteering, Excelsior has the right to search and inspect all Excelsior property and any personal property of an employee or volunteer that is in or on Excelsior premises, vehicles or other property.

XVII. Electronic Mail And Internet Use

Excelsior provided electronic mail and Internet access shall be for Excelsior’s purposes only and used responsibly at all times.

All software, hardware and network systems of Excelsior’s and all e-mail and other messaging systems of Excelsior‘s, whether used for internal or external communications, are the property of Excelsior‘s and are intended for business purposes. E-mail and other electronic data created, sent or stored on Excelsior‘s property (including data accessed, copied or printed from the Internet) is Excelsior‘s property.

All electronic mail, Internet and Intranet facilities provided by Excelsior are the property of Excelsior and are to be used primarily for organizational purposes. Limited personal use of electronic media is acceptable, as in the case of personal telephone calls, but only when used responsibly and when the privilege is not abused. Excelsior reserves the right to monitor, review and disclose electronic mail, as it deems appropriate without the consent of the volunteer or employee. The copying of software or other copyrighted material is strictly prohibited except by IT staff in the normal course of business.

Electronic media may not be used to transmit, retrieve, store, or access any communications which are, in their purpose or effect: discriminatory, harassing, or derogatory to any individual or group; obscene, defamatory or of a threatening nature; a misuse of confidential or proprietary information; or for any purpose which is illegal, against Excelsior policy or contrary to Excelsior’s best interest. Excelsior reserves the right to monitor, review and disclose electronic mail as it deems appropriate without the consent of the volunteer or employee.

Although email looks different than traditional paper communications, e-mail is treated in most jurisdictions as a legal document to the same extent as a memorandum, letter or handwritten note. Email and any other electronic transmission of information should be created, drafted and sent with the same level of prudence and professionalism as any other communication. All transmissions of confidential, privileged or restricted material (whether by document, e-mail, fax, other electronic transmission or via the Internet) should be plainly marked as such, and, where possible, encrypted before sending.

XVIII. Limits On Authority

Persons covered by this Code should be aware of the limitations on their authority to act on behalf of Excelsior and should not take any action that exceeds those limits. You must not sign any document on behalf of Excelsior, or in any other way represent or exercise authority on behalf of Excelsior, unless specifically authorized to do so by the appropriate Board of Directors or an authorized Executive Officer.
XIX. Books, Records, Accounting and Financial Reporting. All accounting for donations and disbursements shall be done in a manner that is not only acceptable accounting, but also enables a good and accurate understanding of the business affairs for donors, clients and the community.

The integrity of Excelsior’s accounting books and records is essential. Excelsior’s must make and keep books, records and accounts that, in reasonable detail, accurate and fairly reflect Excelsior’s transactions and the acquisitions and dispositions of its assets and liabilities. Excelsior’s has established internal accounting controls, disclosure controls and record keeping policies in order to meet both its legal requirements and its business needs. All employees are required to maintain and adhere to these controls and policies.

All transactions must be properly authorized and approved in accordance with established policies and procedures. All receipts and expenditures incurred on behalf of Excelsior, including personal expense reports, must be supported by documents that accurately and properly describe such entries. If you are responsible for approving expenditures or for keeping any books, records and accounts for Excelsior, you should not approve or record any expenditures or entries without proper supporting documents.

All transactions should be recorded in accordance with standard procedures into accounts that fairly reflect the true nature of the transactions. Transactions should be recorded on a timely basis in order to permit preparation of financial statements in accordance with generally accepted accounting principles. You are responsible for accurately and timely reporting any business expenses that you may incur.

No false or misleading entries shall be made in any of Excelsior’s books, records or accounts for any reason, including but not limited to submitting any false personal expense statement or any claim for reimbursement of a non-business personal expense, or falsifying any employee benefit information or claim. No undisclosed or unrecorded funds or assets shall be established or maintained for any purpose. If any payments are made to any foreign government, or political official, party or candidate, all financial entries should reflect the true nature, amount and purpose of all such payments.

Other than in the normal course, no workplace or business records may be destroyed without the permission of Excelsior‘s Senior Compliance Officer or an authorized Executive Officer.

No persons covered by this Code or other persons acting under their direction shall intentionally take any action to fraudulently influence, coerce, manipulate or mislead any independent or certified public accountant engaged in performing an audit of Excelsior’s financial statements for the purpose of rendering such financial statements materially misleading. No person covered by this Code shall intentionally make any false or misleading statements to an accountant in connection with any audit or examination of Excelsior’s financial statements.

All information prepared and published in connection with Excelsior’s public reporting pursuant to requirements of the Securities and Exchange Commission or any other regulatory agency shall be complete, not misleading, and fair and accurate to the best of your knowledge at the time you prepare or approve such information for inclusion in such filings.

XX. Personal Conduct

As long as they are part of the association, Excelsior volunteers shall:

1) Participate in chapter activities as agreed to between the Institute and the volunteer.
2) Be responsible for staying current with continuing advances in successful business practices and relevant technical developments.
3) Not discriminate in any of their Excelsior-related activities against any person because of race, color, national origin, sex, age, religion, marital status, handicap or sexual preference.
4) Not make public statements that appear to associate Excelsior with personal opinions of the volunteers or which are critical of Excelsior or any of its sponsors.
5) Not make statements that appear to identify Excelsior with a political party or a candidate for federal, state, or local office.
6) At all times during the performance of their services, conduct themselves in such a manner as not to discredit themselves, or Excelsior.
7) Not engage in any form of sexual harassment or sexual discrimination. Sexual harassment includes the making of deliberate or repeated unsolicited verbal comments, gestures or physical contact of a sexual nature in circumstances where such conduct reasonably is or would be unwelcome to the offended person or persons. Further, when such unwelcome conduct reasonably interferes with or creates an intimidating, offensive or hostile counseling or other work environment, it is considered sexual harassment.
8) Seek advance advice about the propriety of any action or inaction that they have reason to believe may be or may lead to a violation of the Excelsior Code of Ethics and Conduct before they or others engage in the activity or fail to act. If needed, the chair shall consult legal counsel concerning the proper decision. Any volunteer requesting advice from any officer shall receive a decision in writing.

XXI. Variances

1) All of the provisions expressed above in this Code of Ethics are set forth for the purpose of protecting Excelsior clients, Excelsior counselors and the Excelsior Institute. However, where one or more of these provisions works to the substantial detriment of an Excelsior client, a variance may be granted where the Excelsior Institute deems it appropriate to do so.
2) A variance may be requested, and when requested will be processed, as follows:

- The request shall be made in writing by the affected client or counselor.

- The request shall set forth the reasons in full as to why any provision(s) of the Excelsior Code of Ethics as written will work to the substantial detriment of the client.

3) The request shall state that the client has had ample opportunity to consult competent professionals (lawyer, accountant, etc) and is satisfied that the variance is in his/her best interests.
4) The request shall be submitted to Excelsior’s Board of Directors who may make a recommendation to as to the disposition of this matter.
5) Excelsior’s Board of Directors may then make a recommendation and will forward the matter to the Excelsior CEO.
6) The Excelsior CEO will render a decision in writing with copies to all parties. The Excelsior CEO’s decision shall be final.

XXII. Commitment to the Code

1. Volunteers shall be fully aware of the Excelsior Code of Ethics and Conduct. When individuals apply for membership in Excelsior, they agree by signing the membership application that they shall comply with the provisions of Excelsior’s Code of Ethics and Conduct, which they must acknowledge reading and accepting along with the other rules for its volunteers.

1. Accordingly, applicants shall receive and retain a copy of the current Code of Ethics and Conduct at the time they receive an application for membership. Further, since changes may occur in the Code of Ethics and Conduct and to refresh volunteer’s knowledge of the provisions of the code, each chapter shall:
  1. 1. At the beginning of each fiscal year, give each volunteer a current copy of the Code of Ethics and Conduct.
  1. 1. At that time require each volunteer to sign and date a statement that says, “I have re-read the Excelsior Code of Ethics and Conduct and re-affirm my agreement to comply with its provisions.”

XXIII. Affirmative Statement

Directors, officers, committee members, and employees shall make an affirmative statement in, or near, the form included as part of this Code as follows:

Excelsior Institute of Business and Finance

This certifies that I have read and understand the Code of Conduct and Ethics (the “Code”) of the Excelsior Institute of Business and Finance (“Excelsior”). Except as disclosed below on this Affirmative Statement, my immediate family [including my spouse, my children (including natural, adopted and step children), my parents, my in-laws, and my siblings] and I have not breached the Code. I am not aware of any violation of the Code by anyone else.

I agree (i) to comply with the Code and conduct the activities of Excelsior in keeping with highest ethical standards and (ii) to comply with international, federal, state, and local laws applicable to Excelsior’s activities.

As an employee or volunteer, I understand that failure to comply with the Code shall lead to disciplinary action by Excelsior, which may include reprimand, suspension or termination.

As a director, committee member or volunteer, I understand that failure to comply with the Code shall lead to disciplinary action by Excelsior’s Board of Directors, which may include immediate relinquishment of duties.

I understand that there are several sources within the organization, including the Ethics Committee that I can consult if I have questions concerning the meaning or application of the Code of Conduct or relevant legal and regulatory requirements.

I have disclosed below all financial or other relationships with suppliers, agencies, competitors, actual or prospective clients of Excelsior that I am aware of in which I, my immediate family or my in-laws are involved. Accordingly, I have listed below all relationships and outside activities which require disclosure under the policy.

____________________________ ____________________________

Signature Date

___________________________ ____________________________

Printed Name & Employee Number, if applicable.

Disclosures: (Please describe the details and why you believe the item disclosed would not violate the Conflicts of Interest provisions of the Code, if applicable.)

________________________________________________________________________

(Attach additional explanation sheets as necessary)