Our policies

Bylaws

Articles of Incorporation 

Board member selection: The Board of Directors is composed of nine (9) persons who govern the affairs of ELE. The Directors shall be broadly representative of community interests and professional experience.  The Directors need not be residents of the State of Kentucky but shall include at all times at least three (3) members of the Unitarian Universalist Church of Lexington, Kentucky, the sponsoring organization since our founding in 1972. When vacancies arise, current Board members may nominate prospective Board members for consideration by the entire Board. A final vote on a nomination for the Board of Directors will be taken at the annual Board meeting held in January of each year or at any other time to fill an open Board position.

Conflicts or Dualities of Interest: Conflicts or dualities of interest may be present when an Officer, an individual Board member, a member’s spouse, dependent, immediate or extended family member, or close friend or associate of a Board member directly or indirectly benefits financially or otherwise gains personal advantage (e.g., job promotion or special favors) as a result of actions taken by a majority vote of the Board.

 

As a condition of their office, each Officer/Director shall agree to uphold the following requirements when performing their duties and acknowledges same by execution of a Conflict or Duality of Interest Disclosure Form. By agreeing to these requirements, each Officer/Director agrees to avoid conflicts of interest and to act in a manner that is in keeping with the Emerson Legacy Endowment, Inc. mission statement and reflects concern for the well-being of those served without bias or discrimination with respect to stated beliefs, race, ethnicity, sex, or sexual orientation. The intent of this Conflict of Interest Policy is also to ensure transparency in the decision-making process regarding funding a prospective grantee or making financial investments. This policy complies with IRS Form 990, Part VI, Section B, Line 12, and shall be reviewed annually by the Board.

 

In compliance with the Bylaws of Emerson Legacy Endowment, Inc., each Officer/Director acknowledges and agrees that they will in no way be compensated for services performed on behalf of the Board, other than reimbursement for necessary expenses incurred (such as for travel, copying, or obtaining necessary documents) and authorized in advance in writing by the President or the full Board.

 

To avoid any question of impropriety, the Officer/Director agrees not to accept any gifts of significant value or in the form of cash, travel expenses, loans, real estate, stocks, or admission to entertainment such as sporting events, theater, or concerts from any person or entity with whom the Board has a donee or business relationship of any kind. Gifts also include any amounts or items that could reasonably be expected to create the appearance or fact of partiality by the accepting Board member. Small, token items such as refreshments or “swag” provided at meetings may be acceptable.

 

Each Officer/Director agrees to disclose any other association—such as serving on another board or being otherwise involved or employed in another capacity—that may conflict with the mission and objectives of Emerson Legacy Endowment, Inc. Disclosure shall include any substantial business or family relationship with other Directors or Officers.

 

As Conflict of Interest Statements are signed annually, the Officer/Director also agrees to disclose any potential conflicts of interest that arise subsequent to signing this document and prior to signing the next annual Conflict of Interest Statement. The Officer/Director further agrees to report any potential conflicts of interest that arise during the year to the Board President, Vice President, or the Organization’s outside counsel, including Eric Eaton.

 

When voting on whether to fund a grant application from a qualified not-for-profit organization under consideration by the Board, each Director asserts that no conflict of interest exists and/or agrees to disclose any potential conflict of interest before a vote is taken. Should any conflict exist, the Director shall recuse themselves from any such vote.

 

The Director agrees not to share any confidential information, such as details of a competitor’s proposal or other information regarding Board discussions pertaining to prospective grantees.

 

The Director agrees not to use their status as a Director of Emerson Legacy Endowment, Inc. to obtain special favors or personal gain for themselves or related individuals. Related individuals include a spouse, ancestors, siblings, children, and grandchildren.

 

The Director understands they are expected to use discretion in social media posts with respect to their activities on the Board and to remain mindful of the confidential nature of the decision-making process for prospective grantees.

 

Before any vote on potential investments, Directors must disclose any personal or related financial interests that could result in financial benefit to themselves, their spouse, dependents, extended family members, or close associates.

 

Each Director acknowledges and understands that under circumstances where a Director has disclosed a possible conflict of interest, they shall be recused from deliberation and voting by the Board as to whether a conflict of interest exists. If the Board determines that a conflict exists, the Director will be asked to recuse themselves from any votes taken on issues related to that conflict.

 

The Director understands that violation of this policy could result in suspension from the Board pending an investigation, termination from the Board, or legal action if necessary.

 

In the event that a Director has evidence or reasonable suspicion that another Board Director has violated this Conflict of Interest Policy, they should notify the Board President, Vice President, or General Counsel, Eric Eaton, who serves as an external advisor.

 

Non-Discrimination and Equal Opportunity: ELE  is committed to fostering an environment free from discrimination and harassment. No individual shall be excluded from participation in any Organization office  or Board activity or service based on:

 

Harassment, intimidation, or discriminatory behavior is prohibited.

 

Whistleblower Protection: ELE requires its directors and officers to observe high standards of business and personal ethics in the conduct of their duties. We expect honesty and integrity in all actions and compliance with all laws and regulations. This policy will be distributed to all directors, employees, and volunteers, and shall be reviewed annually.  The whistleblower and document retention policies shall comply with Pub. L. 107-204, 116 Stat. 745 (the Sarbanes-Oxley Act) and any other applicable laws and regulations.  This policy encourages and enables board members to raise serious concerns internally so that the Organization can address and correct inappropriate conduct and actions. It is the responsibility of all members of the Organization to report any suspected violation of law, policy, or ethical standard. The President shall be the Compliance Officer. External general counsel shall also be made available for reporting purposes. Records of complaints shall be maintained for at least seven years or as specified in the document retention policy. If a complaint involves senior leadership, the reporting officer shall be the organization’s general counsel. Records of complaints and investigations shall be maintained securely by the Compliance Officer or by outside counsel. No person who in good faith reports a concern shall suffer harassment, retaliation, or adverse employment consequences. Any Board member or Director who retaliates against someone who has reported a violation in good faith is subject to discipline, up to and including removal from the Board.  ELE maintains an open-door policy and encourages Directors and officers to share concerns with the President or Vice-President. If not comfortable doing so, they may contact any member of the Executive Committee. Reports may be submitted confidentially or anonymously in writing, though all reports will be reviewed by the Board for processing. Anonymous reports shall be investigated to the extent reasonably possible based on the information provided. The Compliance Officer is responsible for investigating all reported complaints and ensuring resolution. The Officer will report at least annually to the Audit or Finance Committee or Board regarding any allegations of financial impropriety or ethical misconduct. Concerns may be submitted on a confidential basis and will be handled discreetly to the extent possible. Individuals filing complaints must act in good faith and have reasonable grounds to believe the information disclosed indicates a violation.

Document retention: ELE follows a formal record retention schedule that complies with legal and regulatory requirements. Permanent records include governing documents, tax returns, financial statements, and insurance policies. Other records are retained for defined periods, then securely destroyed. The President or the President’s designee serves as Records Officer, with reviews at least every three years. The Corporation shall maintain all records necessary to demonstrate compliance with the Kentucky Nonprofit Corporation Acts (KRS Chapter 273), including annual corporate filings, solicitation registrations, and records supporting fiduciary duties under KRS 273.215. Annual Reports filed with the Kentucky Secretary of State shall be retained permanently. To the extent permissible under applicable law and notwithstanding anything herein, the Records Officer retains sole discretion with respect to the storage, retention, dissemination, organization, categorization, and/or destruction of records under this Section.

 

ELE Board meetings are open to the public, except for executive sessions, and minutes of meetings are documented and available upon request.