Policy No. 5
Directors and Officers Code of Conduct
Policy No. 5 – DIRECTORS AND OFFICERS CODE OF CONDUCT
A. Fiduciary Duty
Every Director and Officer of the USEC enjoys a position of trust endowed upon them by the USEC membership, and has a fiduciary duty to act in the best interests of the United States Eurasier Club, Inc. at all times. This duty exists during the time the officers and directors are actively serving the USEC, and continues after the officer's or director's period of service ends for any reason.
B. Exercise of Good Judgment
No Director or Officer of the USEC shall place himself/herself in a position which may impair independence of judgment in the exercise of his or her duties or give rise to suspicion by being in conflict with the interests of the United States Eurasier Club, Inc.
C. Standard of Conduct
USEC Directors and Officers are expected to hold themselves to the highest standards of courtesy, respect, professionalism and ethics in their interactions with any person, including but not limited to current and past USEC members and the general public, regarding USEC matters. They are expected to adhere to, comply with and enforce USEC bylaws and policies. Directors and Officers are subject to the highest scrutiny and will be held strictly accountable for their actions.
1. Adherence to Policies
USEC Directors and Officers will follow all USEC policies. Failure to do so can result in discipline, up to and including removal from the board or officer position, and possible membership expulsion.
USEC Directors and Officers who are Breeders are expected to maintain the highest standard of breeding, and to adhere to all applicable USEC policies in those efforts. Violations of USEC breeding policies are subject to discipline, up to and including removal from the Board or Officer position(s) and possible membership expulsion, depending upon the severity of the infraction.
When conducting business or otherwise acting on behalf of the USEC, all Directors and Officers of the USEC will conduct and identify themselves as a USEC Director or Officer, and will at all times act in the best interests of the USEC. This includes communications through social media, telephone conversations, email, messenger conversations and all other manner of communication. It should be made clear to the person with whom the Director or Officer is communication that the conversation they are having is with a USEC Director or Officer, and any information disclosed during the conversation, can and will be shared with the USEC Board if so requested by the Board.
All USEC Directors and Officers must refrain from making public comment, including but not limited to posts on social media, that may allude to favoritism or that are not professional or factual in nature.
5. Confidential Information
No confidential information held by a USEC Director or Officer may be published or shared at any time in any manner other than as directed by the Board, including but not limited to communications via email or on social media. Sharing confidential information by any Director or Officer via telephone conversation or any other means is strictly prohibited.
No Director or Officer of the USEC shall use confidential information acquired by virtue of his/her position for his/her private gain, or to embarrass, humiliate or otherwise harm any other person.
This duty of maintain confidentiality continues after a Director or Officer has vacated his or her position.
Violation of this provision serves as grounds for disciplinary action, including but not limited to, removal from the Director or Officer position and possible membership expulsion.
USEC Directors and Officers will provide all requested information to the rest of the board if there is a majority vote to do so. Actions taken by Directors or Officers on behalf of the USEC without sharing that information to the rest of the board serves as grounds for disciplinary action up to and including removal from office and possible expulsion from the USEC.
D. Financial Interest
No Director or Officer of the USEC shall acquire a financial interest at a time when the Board member or Officer believes or has reason to believe it may be affected directly by his/her official act as a USEC Director or Officer.
If a Director or Officer of the USEC has a financial interest which he/she believes or has reason to believe may be affected by the actions of the USEC, he/she shall disclose the precise nature and value of the interest. The disclosures shall be made at the time that interest arises, shall be made in writing to the Clerk of the USEC. Thereafter, the information or the disclosures shall be made available by the USEC Clerk for inspection by the USEC members or the public; except that the valuation shall be confidential except as required under applicable law.
E. Conduct in USEC Hearings
It is imperative that the Board has the opportunity to fully and candidly discuss matters that come before it. It is equally important that rumors, gossip, and unsubstantiated allegations regarding USEC members, including Directors and Officers, be eliminated while at the same time ensuring that well-founded allegations or concerns may be aired and addressed in accordance with USEC bylaws. Accordingly, all Directors and Officers must address the issues and at the same time maintain the confidentiality of information that comes before it relating to any alleged misconduct or violations by individual members of the USEC.
a. The allegations may be disclosed to third persons only in accordance with USEC bylaws. Disclosures and/or allegations must be made using and in accordance with the USEC's complaint and/or disciplinary process, in which the individual member accused is provided an opportunity to present evidence on his or her behalf.
b. If the allegation or complaint is against any Director or Officer, he or she must recuse himself or herself and be excused from all discussion and action on the matter, except as provided in the USEC bylaws for addressing the Board and presenting evidence and information on his or her own behalf.
c. Individual discussion outside of the Board by any Director or Officer in any other context is strictly prohibited, and shall be grounds for removal of the person making such unauthorized disclosures from his or her Director or Officer position, and shall subject that person to disciplinary action and possible expulsion from the USEC.
d. Upon completion of any disciplinary and/or hearing process and a decision regarding an allegation against a Director or Officer, the remaining Directors reserve the right to vote to remove the Director or Officer against whom the allegations were made if the Director or Officer is found to have violated USEC policy, or failed to serve the best interests of the United States Eurasier Club.
While it's understood that USEC Directors and Officers will likely have personal relationships with members and former members of the club, it is imperative that every Director and Officer's first responsibility is to the USEC, and that his or her actions serve the interests of the United States Eurasier Club. Favoritism or the appearance of favoritism among USEC Directors and Officers will not be tolerated.
G. Personal Matters
All USEC Directors and Officers are to act in a professional manner towards all USEC Members at all times. Personal issues do not serve the best interests of the United States Eurasier Club and will not be grounds for consideration by the USEC Board unless the matter involves or is related to possible violation of USEC policies or bylaws.
No Director or Officer of the USEC shall accept any favor or gratuity from any person, firm, corporation or other entity in exchange for the performance of an official act in his or her position with the USEC.
I. Annual Certification
Each Director and Officer of the USEC shall annually sign an oath containing a certification that the Director or Officer has reviewed this "Directors and Officers USEC Code of Conduct" and will comply with the provisions contained herein.
This Code of Conduct was adopted by the Board of Directors of the United States Eurasier Club, Inc.,
on the 19th day of February, 2008,
and was revised and approved by the Board of Directors on August 15, 2017.