Annex 5

NATIONAL LEIOMYOSARCOMA FOUNDATION, INC.

Code of Ethics

INTRODUCTION

The National Leiomyosarcoma Foundation’s (“NLMSF”) reputation for fairness, honesty and integrity has been built through the commitment of its Boards of Directors and volunteers for several years.  As change brings new opportunities, it also brings challenges -- challenges where one must distinguish between right and wrong, what is a conflict of interest and what is not, and what is an ethical or unethical decision.  Each of us uses our best judgment to arrive at the most appropriate conclusion.  However, these are times when the answer isn’t always clear and we need guidance in making the right decision.

This Code of Ethics is intended to provide guidance to the members of its Board of Directors and Officers.  It details both ethical and legal obligations to donors and should assist in making sound decisions in daily activities in conjunction with other policies and practices of the NLMSF. The principles outlined here are very important, and all of us must act, and must also be seen by our donors to be acting, in accordance with these principles.

This Code of Ethics does not cover every situation that we will encounter.  If in doubt about what to do in a particular situation, you should seek assistance before continuing by discussing the matter with the Board of Directors or members of the Audit Committee.  In some cases, issues may be referred to legal counsel or external auditors.

ETHICAL CONSIDERATIONS

1.         Personal and Professional Integrity

NLMSF’s Directors and Officers act with honesty, integrity, commitment and openness in their dealings as representatives of the organization. Our organization promotes a working environment that values respect, fairness and integrity.

• The NLMSF develops and encourages the practice of high standards of personal and professional conduct;
• Confidential information acquired in the course of work by NLMSF is not used for anyone's personal advantage; and
• NLMSF resources and contributions received are used exclusively in pursuit of theorganization's mission and will not be used for the personal advantage of vendors, Board members, employees or volunteers.

2.         Governance

Our organization has an active governing body, the Board of Directors, which is responsible for setting our strategic direction, and overseeing the finances, operations and significant policies of the organization. The governing body:      

• Ensures that all directors understand and fulfill their governance duties acting for the benefit of the organization and its public purpose;
• Ensures that the organization conducts all transactions and dealings with integrity and honesty;
• Ensures that all directors have the requisite skills and experience to carry out their duties;
• Provides credible and effective oversight to the organization's work;
• Complies with applicable federal, state and local laws, regulations, and fiduciary responsibilities;
• Has a conflict of interest policy to ensure that any conflicts of interest or the appearance thereof are avoided or appropriately managed through disclosure, recusal or other means;
• Respects the confidentiality of sensitive information about our donors and constituents;
• Ensures that the organization promotes working relationships among directors, volunteers, and program beneficiaries that are based on mutual respect, fairness and openness;
• Ensures that important organization policies are in writing, clearly articulated and officially adopted;
• Ensures that the organization's resources are responsibly and prudently managed; and
• Ensures that the organization has the capacity to carry out its programs effectively.

3.         Legal Compliance

The NLMSF is knowledgeable of, and complies with, the spirit as well as the letter of all laws and  regulations.

4.        Responsible Stewardship

The NLMSF applies its funds appropriately and manages its funds responsibly and prudently. To that end:

• The strongest priority for our funds is to spend them on programs and activities in pursuing our mission;

• The NLMSF maintains effective accounting systems, internal controls, reporting procedures and other resources and practices that are critical to professional management and accountability;
• The NLMSF ensures that donations are used as was promised during solicitations and in the manner intended and expected by the donors;
• The NLMSF identifies and pursues possibilities to minimize fundraising costs, recognizing the variety of factors that affect fundraising costs;

• The organization ensures that spending practices and policies are fair, reasonable and appropriate to fulfill the mission of the organization;
• The NLMSF ensures that financial reports are accurate and complete in all material respects; and
• NLMSF financial statements are regularly submitted for independent audit or review, the results of which are available to the public.

5.         Openness and Disclosure

The NLMSF provides comprehensive information to the public by:

•  Responding in a timely manner to reasonable requests for information and generally providing copies our latest IRS Forms 990 and 1023;
•  Ensuring that information about our organization is accurate and honestly reflects our policies and practices;
• Posting basic informational data about the organization on our Web site or making it otherwise available to the public;
• Ensuring that financial, organizational and program reports are complete and accurate in all material respects;
• Promptly and fully disclosing, reviewing and taking appropriate actions with regard to any situation that results in a perceived or actual conflict of interest; and
• Promptly and fully disclosing, and taking appropriate actions to resolve, any situations in which we discover perceived or actual violations of this Code of Ethics.

In addition to providing information in an open manner, the NLMSF is open to receiving information about itself.  The NLMSF’s Reporting of Improper Conduct and Non-Retaliation Policy provides:

• a mechanism by which anyone may provide information pertaining to ethical matters, or make suggestions for organizational improvements, without fear of retaliation or retribution; and
• a mechanism by which anyone may provide information pertaining to unethical or illegal activities being conducted by or in association with its Directors and Officers.  The organization will promptly and thoroughly investigate the report and take appropriate actions in cooperation with law enforcement authorities.

6.                  Program Quality and Evaluation

• The NLMSF is committed to organizational effectiveness and the continuous improvement of its programs;
• Our organization regularly reviews program effectiveness and incorporates lessons learned into future programs; and
• At least once per year, our organization reviews its internal compliance with this Code of Ethics.

7.     Inclusiveness, Diversity, and Respect

• Our organization respects and tolerates diversity of opinions;
• The NLMSF takes meaningful steps to promote inclusiveness in its operations and programs;
• Solicitation materials accurately represent our organization's policies and practices; and
• The NLMSF does not disparage or criticize other organizations' missions, employees, or programs.

8.         Fundraising

The NLMSF is fully accountable for the honest solicitation of charitable funds, the efficient

administration of those funds, and the effective use of funds in pursuit of our organization's mission. With regard to fundraising, the NLMSF:

• Provides truthful and current information in our solicitation communications;
• Does not establish unrealistic donor expectations of what donor gifts will actually accomplish within the limits of our mission and programs;
• Respects the privacy concerns of individual donors and requests to remain anonymous to the extent permitted by law;
• Discloses important and relevant information to potential donors;
•  Informs the public of our mission, the way donated resources will be used, and our capacity to use donations effectively for their intended purposes;
• Informs the public about our governance structure;
• Provides donors access to its most recent annual report and financial statements as approved by the Board of Directors;
• Assures donors that their gifts will be used for the purposes for which they were given;
• Provides donors with an official receipt for income tax purposes for the amount of the donation, and provides donors of non-monetary gifts (or gifts-in-kind) with an official receipt that reflects the fair market value of the gift, all in compliance with applicable law;
• Ensures that information about donations is handled with respect and confidentiality to the extent provided by law;
• Honors requests to limit the frequency of solicitations, to not be solicited by telephone or other technology, and to receive printed material concerning the organization;
• Encourages donors to ask questions when making donations and provides prompt, truthful and forthright answers.

 COMPLIANCE WITH THIS CODE OF ETHICS

             On an ongoing basis, we strive to follow the principles in this Code of Ethics and other policies of the NLMSF and demonstrate a high level of professional behavior.  Unfortunately, there are rare occasions when there is a violation of the Code or other policies.  To uphold our commitments to our donors, the NLMSF must act to protect its image and reputation and avoid possible legal penalties.  If there is a violation, disciplinary action may be required.

             Violations of this Code of Ethics by a Board member or Officer could result in removal from that individual’s position with the organization. 

Any report of concern about conduct that may contravene the Code or other policies will be treated confidentially to the extent possible and in a manner consistent with NLMSF’s responsibility to address the issue raised. No one may retaliate or take adverse employment action against another employee who in good faith reports an actual or apparent contravention of the Code or other policies, or provides information or assistance for an investigation.