The Lucky Foundation is driven towards sourcing scholarships to empower the youth of fallen United States military and first responders. We take our position as a nonprofit leader and adherence to external standards very seriously. While holding ourselves accountable to highest external standards, we work hard each day to fulfill our mission:
Finding ways to honor those who have fought for our country, as well as those that serve and protect our local communities, is an important part of recognizing the sacrifice these men and women make.
It is important that we honor our fallen heroes at a national level, a local level, and at a personal level. Community involvement is essential in recognizing the sacrifice. However, it also allows families to pass down the message of commitment to country, as well as lessons in honor, integrity, and sacrifice to younger generations.
There are so many ways that we can honor our fallen heroes, their families, and their sacrifice. From volunteering to donating, we can individually pay our respects for those that fight for our rights and our freedoms, help protect our families from harm, and gave the ultimate sacrifice in the line of duty.
Copies of The Lucky Foundation’s Code of Ethics, Conflict of Interest, and Whistleblower Volunteer Harassment policies are provided below.
Any suspected or identified violations of our standards of business ethics and conduct, laws, or regulations may be reported as follow:
• Contact Us Form
Online: https://www.theluckyfoundation.com/contact-us
• Compliance Team, Risk Management, and Internal Audit
Email: [email protected]
CODE OF ETHICS FOR BOARD MEMBERS
As a nonprofit organization, members of the Board of Directors of The Lucky Foundation uphold the highest legal, ethical, and moral standards. Our donors and volunteers support the Foundation, because they trust the Board to be good stewards of their resources, and to uphold rigorous standards of conduct. Therefore, Board members agree to:
Act with integrity
• Maintain a professional level of courtesy, respect and objectivity in all Foundation activities;
• Ensure that his or her actions (whether in person, on social media, online, etc.) do not embarrass and/or harm the Foundation;
• Respect the diversity of opinions as expressed or acted upon by the Board, committees and chapters, and formally register dissent as appropriate;
• Treat with respect and consideration all persons, regardless of race, religion, gender, abilities, age, sexual orientation, geographic distribution, culture or ethnic origin;
• Promote collaboration and cooperation among all Foundation constituencies;
• Abide by the Foundation’s Confidential Information Policy.
Be independent
• Abide by the Foundation’s Conflict of Interest Policy;
• Abide by the Foundation’s Insider Knowledge and Trading Policy;
• Exercise the powers invested in Board members for the good of the Foundation rather than for personal benefit.
Act responsibly
• Abide by the Foundation’s Articles of Incorporation, bylaws and policies;
• Abide by the Foundation’s Board policies, including but not limited to the Board Diversity Policy and the Volunteer Harassment Policy;
• Comply with applicable legal requirements;
• Provide appropriate oversight with respect to the Foundation’s fiscal management;
• Regularly measure the effectiveness of the Foundation’s programs in achieving strategic goals;
• Ensure that effective Foundation leadership is in place to achieve strategic goals.
Annual Certification
All Board members will be asked to acknowledge compliance with this Code of Ethics annually. Any violations will be reported to the Governance & Nominating Committee (G&N) and may result in disciplinary action, up to and including removal from the Board.
Policy Review
G&N will review this Policy no less frequently than every three years. G&N will identify any revisions to the Policy that may be required and recommend such revisions to the Board for approval.
ACKNOWLEDGEMENT OF POLICY:
I hereby acknowledge that I have received and read the Board Member Code of Ethics. I recognize that any failure to comply with the Code of Ethics may result in disciplinary action, including removal from the Board of Directors.
GUIDELINES REGARDING COMPENSATION AND CONFLICT OF INTEREST
PURPOSE AND POWERS
A. The purpose of the following guidelines is to supplement and implement the Foundation’s policy
on compensation and conflict of interest as stated in Article II of the Foundation’s Bylaws, a copy of which is attached hereto.
B. The Foundation recognizes the myriad relationships, interests and memberships of individuals
seeking nomination or appointment to serve the Foundation and of its Board of Directors, officers, committee, task force and volunteers, and such other person or persons as may be designated from time to time by the Board of Directors (hereinafter “interested person”). In this regard, an interested person is assumed to be an individual with high ethical standards, good values, and integrity. Accordingly, these guidelines and Article II of the Foundation’s Bylaws are intended to help interested persons avoid situations that could compromise the integrity and independence of the Foundation’s decision-making processes, public confidence, or reputation; and it is therefore presumed that these guidelines will be supplemented by the good judgment of interested persons since the guidelines do not contemplate all possible situations of actual or potential conflict of interest or appropriate responses to any such conflict situation or the appearance thereof. The failure of an interested person to comply with the Foundation’s Bylaws, guidelines or any other ethical or policy guideline adopted by the Board of Directors regarding compensation and conflict of interest shall be reason to remove such interested person immediately from his or her position with the Foundation or to terminate the nomination or appointment of such individual, as the case may be.
C. The Foundation requires as a condition for service to the Foundation, disclosure of any known or
reasonably foreseeable actual or potential conflicts of interest by all interested persons.
COMPENSATION
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may
adopt policies providing for reasonable reimbursement of directors for expenses incurred in
conjunction with carrying out board responsibilities, such as travel expenses to attend board
meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the
corporation. Such remuneration shall be reasonable and fair to the corporation and must be
CONFLICT OF INTEREST
A. 1. A conflict of interest exists when:
8.03 Conflict of Interest
The board shall adopt and periodically review a conflict-of-interest policy to protect the corporation's interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
2. Categorically, a potential conflict of interest exists when:
A situation involving an interested person or that person’s family presents a foreseeable likelihood that the interested person will confront an action or decision affected by opposing loyalties between the personal, professional, proprietary, or pecuniary interests of the interested person or that person’s family and the interests of the Foundation.
3. Categorically, an actual conflict of interest exists when:
A situation involving an interested person or that person’s family presents a foreseeable certainty that the interested person will confront an action or decision affected by opposing loyalties between the personal, professional, proprietary or pecuniary interests of the interested person or that person’s family and the interests of the Foundation.
B. Situations involving actual or potential conflicts of interest include, for example:
1. Conducting business with the Foundation. An interested person or member of that person’s family contracts with the Foundation to buy or sell goods or otherwise directly or indirectly derive some personal, professional, proprietary or pecuniary benefit.
2. Usurping an Foundation opportunity. An interested person or member of that person’s family acquires for his or her own direct or indirect personal, professional, proprietary or pecuniary benefit a business or other positional opportunity that would have been beneficial and appropriate for the Foundation.
3. Competing with the Foundation. An interested person or member of that person’s family competes directly or indirectly with the Foundation for a business or other opportunity from which he or she will derive some personal, professional, pecuniary or proprietary gain.
4. Misusing Foundation information. An interested person or member of that person’s family uses information concerning the Foundation’s affairs for a business or other opportunity from which he or she derives some personal, professional or proprietary gain to the detriment of the Foundation.
DISCLOSURE RESPONSIBILITY
The responsibility of disclosing any known or reasonably foreseeable actual or potential conflicts of interest shall be upon the interested person whose interests are or may appear to be in conflict with the Foundation. Interested persons should err on the side of prudence and disclose an actual or potential conflict if in doubt as to whether such conflict exists. Disclosure shall be made in writing to the Governance and Nominating Committee on disclosure forms provided by the Foundation.
In this regard, all interested persons shall be required to file with the Foundation a disclosure statement prior to such individual commencing his or her service with the Foundation, and thereafter shall file with the Foundation an updated disclosure statement as may be required from time to time by the Board of Directors, or its Committee designee, and in no event less often than annually.
DISCLOSURE STATEMENT
The Disclosure Statement shall be completed, executed, and filed with the Foundation by such individuals determined from time to time by the Board of Directors, or its Committee designee, to be interested persons. Specifically, if such interested person (i) shall be a nominee for the Board of Directors or for a Board of Director’s officer position, he or she shall complete, execute and file a Disclosure Statement within thirty (30) days after nomination but in any event prior to election, or (ii) shall be an appointee as a chair or vice chair of a task force, work group, or committee of the Foundation, then he or she shall complete, execute and file a Disclosure Statement within (30) days after notice and acceptance of appointment.
GUIDELINES IMPLEMENTATION AND POLICY OVERSIGHT
The Governance and Nominating Committee shall report to the Board of Directors from time to time on the implementation of these guidelines and the status of any policy developments regarding compensation and conflicts of interest. Further, the Governance and Nominating Committee shall report to the Board as soon as reasonable after having been alerted to specific instances when these guidelines or the Foundation’s Bylaws regarding Compensation and Conflicts of Interest have not been followed or any other issue regarding compensation or conflict of interest is determined to exist.
(Excerpt from BYLAWS OF The Lucky Foundation)
Article II
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may
adopt policies providing for reasonable reimbursement of directors for expenses incurred in
conjunction with carrying out board responsibilities, such as travel expenses to attend board
meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the
corporation. Such remuneration shall be reasonable and fair to the corporation and must be
reviewed and approved in accordance with the board Conflict of Interest policy and state law.
ARTICLE VI
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause. Any officer
may resign at any time by giving written notice to the corporation without prejudice to the rights,
if any, of the corporation under any contract to which the officer is a party. Any resignation shall
take effect at the date of the receipt of the notice or at any later time specified in the notice,
unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary
to make it effective.
Whistleblower Policy
General
The Code of Conduct (“Code”) of The Lucky Foundation (“Foundation”) requires its directors and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities and to comply with all applicable laws and regulations. In fulfillment of those responsibilities, The Lucky Foundation Whistleblower Policy (“Policy”) is established to facilitate:
▪ The confidential or anonymous submission of concerns regarding suspected criminal, fraudulent, or unethical acts by directors, volunteers, and other stakeholders of the Foundation;
▪ The receipt, retention, and treatment of complaints received by the Foundation regarding such matters;
▪ The protection from retaliatory actions of directors, and volunteers that report in good faith.
Reporting Responsibility
Each director and volunteer of the Foundation has an obligation to report in accordance with the Whistleblower Policy (a) suspected violations of state or federal laws including, but not limited to, criminal, fraudulent, or unethical behavior such as discrimination or harassment, embezzlement, falsification of contracts/reports/records, sabotage or vandalism, theft, unsafe working conditions, and violence or threats, (b) questionable or improper accounting, internal control or auditing matters, and (c) violations and suspected violations of the Foundation’s Code of Conduct or other policies (hereinafter referred to individually as a “Concern” and collectively as “Concerns”). The preceding definition of Concerns is not intended to be an exhaustive list of the improper conduct encompassed by the Whistleblower Policy. Rather this policy is intended to serve as a means of reporting all suspected serious improprieties that may potentially impact the integrity or effective operation of the Foundation.
No retaliation
This Whistleblower Policy is intended to encourage and enable directors and volunteers to raise Concerns prior to seeking resolution outside of the Foundation. With this goal in mind, no director or volunteer, who, in good faith, reports a Concern shall be subject to harassment, retaliation, or adverse employment consequences as a result of making the report. Moreover, a director or volunteer who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including removal from the Board of Directors or dismissal from the volunteer position.
Acting in Good Faith
Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates improper conduct, as outlined above. The act of making false allegations that prove to have been made maliciously, recklessly, or with the foreknowledge that
the allegations are false, will be viewed as a serious disciplinary offense and may result in discipline, up to and including removal from the Board of Directors or dismissal from the volunteer position.
Procedure for Reporting Concerns
Directors and Other Volunteers
Directors and other volunteers should submit Concerns in e-mailing directly to the Foundation’s Legal Department at: [email protected].
Handling of Reported Violations
The Vice Chairperson/General Counsel will notify the sender and acknowledge receipt of the reported violation or suspected violation within five (5) business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
Confidentiality
Reports of Concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Disclosure of reports of Concerns by anyone other than the reporting individual to individuals not involved in the investigation will be viewed as a serious disciplinary offense and may result in discipline, up to and including removal from the Board of Directors or dismissal from a volunteer position.