Bylaws & Ethics
TRI-STATE HUMAN RESOURCE MANAGEMENT ASSOCIATION (NJ) BYLAWS AS OF NOVEMBER 1, 2007
ARTICLE I – IDENTIFICATION
SECTION 1 – NAME. The name of this Association shall be the Tri-State Human Resource Management Association (herein referred to as the “Chapter”). To avoid potential confusion, the Chapter will refer to itself as the Tri-state Human Resource Management Association and not as SHRM or the Society for Human Resource Management.
SECTION 1.2 – RELATIONSHIPS. The Chapter is a separate legal entity from SHRM. It shall not be deemed to be an agency or instrumentality of SHRM or of a State Council, and SHRM shall not be deemed to be an agency or instrumentality of the Chapter. The Chapter shall not hold itself out to the public as an agent of SHRM without express written consent of SHRM. The Chapter shall not contract in the name of SHRM without the express written consent of SHRM.
SECTION 1.3 – NATIONAL AFFILIATION. The Chapter is affiliated with the Society for Human Resource Management (herein referred to as “SHRM”).
ARTICLE II – PURPOSE
The immediate purpose and objective of the Association shall be determined by the membership as the need for definition of such objective arises.
The long-term purpose and objective of the Association shall be:
Tri-State Human Resource Management Association will be the high profile recognized source for professional expertise and individual development for human resources in its operating area. It will be a member-driven SHRM affiliated chapter that continues to grow by staying on the leading edge of human resource management issues, and by being innovative and creative in meeting member needs and expectations.
- To be proactive and responsive to the evolving needs of the membership.
- To be the recognized regional voice of the human resource profession.
- To serve as the premier quality regional affiliate of SHRM.
- To facilitate professional development that enables the membership to enhance their skills and proficiency, and add value to their organization.
- To provide the organizational structure, leadership, and resources required to ensure the dynamic nature and continual improvement of the organization.
- To have a positive impact on the “Tri-State” community in which our members live and work.
ARTICLE III – MEMBERSHIP
All candidates making initial application for regular membership shall be gainfully employed in the Human Resource profession, or have a history of employment in the Human Resource profession. All memberships are an individual membership and are nontransferable and nonrefundable. There are no corporate memberships.
SECTION 1 – REGULAR MEMBERS. Only individuals of those companies whose business ethics meet with the approval of the Board of Directors shall be invited to join the Association.
Any individual with Senior Professional Human Resources (SPHR), Global Professional Human Resources (GPHR), or Professional Human Resources (PHR) certification.
Individuals engaged as a Human Resource practitioner in a corporate setting.
Faculty members of an accredited college or university with a minimum of 3 years teaching in HR management or any of its specialized functions.
Consultants or attorneys with at least 3 years experience practicing in the field of HR management, or counseling/advising clients in matters relating to HR management.
Individuals who supply products and services to the HR function in a supportive business relationship, as approved by the Board of Directors.
SECTION 2.1 – HONORARY MEMBERS. Honorary membership may be conferred on anyone by a majority vote of the Board of Directors. Such membership shall be for one year and are subject to renewal. Honorary members shall be entitled to full membership without the payment of dues, but shall not have the right to vote or hold elective office.
SECTION 2.2 – LIFE MEMBERSHIP. Life membership may be conferred upon anyone by a majority approval of the Board of Directors. Life members are entitled to full membership without the payment of dues. Life members can vote and hold office.
SECTION 4 – APPLICATION FOR MEMBERSHIP. Application for membership shall be made in writing on a form provided by the Association.
SECTION 5 – MEMBERSHIP APPROVAL. All memberships must be approved by the Board of Directors.
SECTION 6 – TERMINATION OF MEMBERSHIP. Membership in the Association may be terminated for good cause by a two-thirds vote of the Board of Directors. Membership shall be terminated automatically for nonpayment of annual dues.
SECTION 7 – ANNUAL DUES. Annual dues shall become payable on the first day of the new calendar year. The amount of dues shall be determined each year by the Board of Directors prior to their due date and the membership shall be notified thereof. Dues are payable by each individual member. Service charges incurred due to insufficient funds will be the responsibility of the member.
SECTION 8 – SHRM DUES. SHRM dues are separate and distinct from Association dues. The Board of Directors shall act in concert to register and promote membership in SHRM within the Association.
SECTION 9 – MEMBERSHIP TERM. Membership is for a twelve (12) month period from the first of the new calendar year.
ARTICLE IV – MEETINGS
SECTION 1 – REGULAR MEETINGS. Regular meetings shall be held monthly from September to June. The agenda for the September meeting shall include:
- Reorganization of the Association
- Presentation of plans for the year by the Board of Directors
- Determination of the meeting time and day.
- The installation of officers.
- The agenda of the June meeting shall include:
- The rendering of annual reports by officers and committees.
- The election of officers.
- Elicitation from the membership of suggested program topics and emphasis for the forthcoming year.
SECTION 2 – NOTICE OF MEETINGS. A notice of all meetings shall be sent to all members at least ten (10) days prior to the meeting.
SECTION 3 – QUORUM. A majority of the members present shall constitute a quorum.
SECTION 4 – ATTENDANCE AT MEETINGS BY NON-MEMBERS. Non-members may attend meetings but will be charged above the fee charged to members at dinner meetings. Payment is required on or before the day of the meeting. Service charges incurred due to insufficient funds will be the responsibility of the payor.
SECTION 5 – MEETING RESERVATIONS AND CANCELLATIONS. All persons attending a regular monthly meeting must confirm a reservation by the time limit stated in the notice of the meeting. All cancellations must also be received by that time limit.
ARTICLE V – ELECTIONS AND BALLOTING
SECTION 1 – ELECTIONS – OFFICERS AND DIRECTORS. Elections of Officers and Directors shall be as follows:
- No later than the first day of May each year the Nominating Committee, composed of the immediate Past-President and no fewer than three other Past- Presidents of the Association, shall prepare and submit to the current President its list of nominees for the offices to be filled. Nominations from the general membership are welcome. Any voting member may nominate an individual by calling the Committee Chairperson.
- The list of nominees will be prepared and distributed to all voting members of the Association at least ten (10) days prior to the elections which will be held during the June meeting.
- Votes Required. Each Officer and Director shall be elected on the basis of a plurality of votes cast for that office, in person, or by mail, at the June meeting.
- Tie Votes. In the event a tie occurs during an election with two or more candidates for the same office receiving the same number of votes, successive balloting shall be conducted until one candidate receives a plurality of votes.
SECTION 2 – MAIL BALLOTING. The Board of Directors may submit any referenda or other matter of the Association’s business to the voting membership for resolution by mail ballot.
ARTICLE VI – BOARD OF DIRECTORS
SECTION 1 – NUMBER. The following shall be voting members of the Board of Directors: The President, the Vice President, the Secretary, the Treasurer, the immediate Past-President, and two (2) additional members who shall be elected from among the eligible membership. The following shall be non-voting members: Membership Director, Programs Director, Conference Director, and all Past-Presidents and the current President of the Student Chapter The number of additional members may be changed from time to time by Board resolution.
SECTION 2 – QUALIFICATIONS. All individual candidates for the Board of Directors must be qualified regular members or life members of the Association and be in good standing at the time of nomination. The President must be certified as PHR, GPHR, or SPHR, or must sit for and achieve certification the next time the examination is given. Per SHRM Bylaws, the President must be a current member in good standing of SHRM throughout the duration of his/her term of office. The Chapter also requires that all members of the Board of Directors be current members in good standing of SHRM for their terms of office. The other members are encouraged to have their certification at the time of nomination or sit for and achieve certification while a member of the Board. The Association will pay the cost of the initial certification examination for any voting Board member.
SECTION 3 – TERM OF OFFICE. Each elected Director shall assume office in September of the year of election and shall hold office for one year, and shall be eligible for re-election. No elected member may serve in the same office for more than two consecutive terms. The Membership, Programs, and Conference Directors will have appointed, 1-year renewable terms.
SECION 4 – DUTIES. The collective duties of the Board of Directors shall be to:
- Determine the policies of the Association.
- Direct the general activities of the Association, and
- Act as the voice of the Association.
SECTION 5 – VACANCIES. Any vacancy on the Board shall be filled for the unexpired term by a vote of a majority of the Board in attendance at any regularly constituted or called meeting.
SECTION 6 – QUORUM. A majority of the total voting Board membership shall constitute a quorum for the transaction of business.
SECTION 7 – REMOVAL OF DIRECTORS, OFFICERS, COMMITTEE CHAIRS. Any director, officer, or committee chair may be removed from office, with or without cause, upon an affirmative vote of two-thirds of the entire Board of Directors at a duly constituted Board of Directors meeting.
ARTICLE VII – OFFICERS
SECTION 1 – NUMBER. The Officers of the Association shall be the President, Vice President, Secretary and Treasurer. Officers shall rank in the order named.
SECTION 2 – QUALIFICATIONS. All individual candidates for office must have been regular members of the Association for at least one year and be in good standing at the time of nomination or election. All officers must maintain SHRM membership as verified by the Nominating Committee.
SECTION 3 – TERM OF OFFICE. Each elected Officer or Director shall assume office in September of the year of election and shall hold such office for one year and shall be eligible for re-election. No member may serve in the same office for more than two (2) consecutive terms.
ARTICLE VIII – DUTIES AND RESPONSIBILITIES
All members elected to office should be capable of attending 75% of the scheduled meetings. Those who are elected and are not able to meet this requirement may be replaced. A change of officers will take place according to the election procedures outlined in Article V of these Bylaws.
SECTION 1 – THE PRESIDENT. The President shall call, conduct and preside at regular and special meetings, appoint committees and act as ex-officio member thereof, delegate authority with the advice and consent of the Board of Directors, and perform such duties as generally accrue to the office of the President in the general charge and supervision of the affairs and business of the Association. In addition, the President is responsible to attend meetings of the SHRM Garden State Council. If the President is unable to attend, he/she may appoint a member of the Board of Directors to attend in his/her absence.
SECION 2 – THE VICE PRESIDENT. The Vice President, at the request of, or in the absence or disability of the President, may perform any of the duties of the President. The Vice President shall have other such powers and perform such other duties as the President may determine or require.
SECTION 3 – THE SECRETARY. The Secretary shall keep accurate records of proceedings at regular and special meetings and field trips of the Association and shall record the proceedings of the Board of Directors when in session. The Secretary shall act as historian and shall be the custodian of the past non-financial records of the Association. The Secretary shall perform other duties as the President may determine or require.
SECTION 4 – THE TREASURER. The Treasurer shall be responsible for the financial affairs of the Association. This responsibility shall include financial reports to the Board of Directors and arrangements for the examination and audit of the account. The Treasurer shall be the custodian of the financial records of the Association. The Treasurer shall perform other duties as the President may determine or require.
ARTICLE IX – STANDING COMMITTEES
The Director or Chairperson of the following Standing Committees shall be appointed by the President. The Committee shall submit business goals and reports as may be requested by the President. Each Committee will be responsible for the items stated in the job description.
SECTION 1 – MEMBERSHIP COMMITTEE. The Membership Committee shall examine and make recommendation and reports to the Board of Directors on application for membership, recruit candidates for membership, and maintain a current roster of members.
SECTION 2 – NOMINATING COMMITTEE. The Nominating and Succession Planning Committee, consisting of Past-Presidents shall have duties as defined in Article V of these Bylaws.
SECTION 3 – PROGRAM COMMITTEE. The Program Committee shall arrange such programs as in its judgment will be informative and useful to the members. The program Committee must make dinner reservations for the guest speaker by the required reservations deadline.
SECTION 4 – PUBLIC RELATIONS COMMITTEE. It will communicate by practical and appropriate means the activities of the Association, which would be of interest to the public. This Committee will also be responsible for publishing the various communications to current and potential members.
SECTION 5 – SHRM LIAISON COMMITTEE of SHRM members shall maintain liaison with the Society for Human Resource Management. It shall encourage membership and activity participation in special projects of benefit to this Association and shall communicate to SHRM the significant SHRM oriented activity of the Association. The SHRM Liaison Committee shall make recommendation to and shall be guided in program participation by the Program Committee.
SECTION 6 – MEETING COMMITTEE. The Meeting Committee shall make all arrangements and reservations for the regular meetings.
SECTION 7 – PROFESSIONAL DEVELOPMENT COMMITTEE. One of the Professional Development Committee’s responsibilities shall be to coordinate sponsorship of the SHRM Student Chapter at colleges and universities within TSHRMA’s area of membership as identified and approved by the Board. The Committee shall coordinate and oversee any scholarship programs identified by the Board.
SECTION 8 – CONFERENCE COMMITTEE. The Board of Directors will appoint a Director and a Co-Chair for the annual TSHRMA Conference. They will be responsible for the membership of the Committee and the assignment of duties and responsibilities necessary and required to schedule and conduct the annual Conference.
SECTION 9 – INVESTMENT COMMITTEE. Consisting of the Treasurer, the Vice-President, and a Past President, this committee is responsible for tracking and making recommendations to the Board of Directors concerning the Association’s financial investments.
SECTION 10 – FINANCE COMMITTEE. Consisting of the Treasurer, immediate Past Treasurer, and a member at large, this committee will oversee the day-to-day financial transactions of the Association.
SECTION 9 – OTHER COMMITTEES may be appointed by the President as may be deemed necessary.
ARTICLE X – PARLIAMENTARY PROCEDURES
All parliamentary procedures shall be governed by Robert’s Rules of Order Newly Revised.
ARTICLE XI – AMENDMENTS OF BYLAWS
Any article or any part thereof, of these Bylaws, shall be subject to change, deletion, or addition by action of the Board of Directors and approval of a two-thirds majority of the voting delegates in attendance at a regular meeting provided that the proposed amendment has been presented to the membership at a meeting prior to that at which the vote is to be taken, provided that no such amendment shall be effective unless and until approved by the SHRM President/CEO or his/her designee as being in furtherance of the purposes of the SHRM and not in conflict with SHRM bylaws. Any motion to amend the bylaws shall clearly state that it is not effective unless and until approved by the SHRM President/CEO or his/her designee.
ARTICLE XII – FISCAL YEAR
The fiscal year shall begin September 1 and end August 31 of the following year. Note that the Tri-State Human Resource Management Association incorporation date is April 1, 1992 as a not-for-profit corporation.
ARTICLE XIII – WITHDRAWAL OF AFFILIATED CHAPTER STATUS
Affiliated chapter status may be withdrawn by the President/CEO of SHRM or his/her designee as a representative of the SHRM Board of Directors upon finding that the activities of the Chapter are inconsistent with or contrary to the best interests of SHRM. Prior to withdrawal of such status, the Chapter shall have an opportunity to review a written statement of the reasons for such proposed withdrawal and an opportunity to provide the SHRM Board of Directors with a written response to such a proposal within a thirty (30) day period. In addition, when the Chapter fails to maintain the required affiliation standards as set forth by the SHRM Board of Directors, it is subject to immediate disaffiliation by SHRM. After withdrawal of Chapter status, the SHRM Board of Directors may cause a new Chapter to be created, or, with the consent of the President/CEO of SHRM and the consent of the body which has had Chapter status withdrawn, may re-confer Chapter status upon such body.
ARTICLE XIV – CHAPTER DISSOLUTION
In the event of the chapter’s dissolution, the remaining monies in the Treasury, after chapter expenses have been paid, will be contributed to an organization decided upon by the Board of Directors at the time of dissolution (e.g. the SHRM Foundation, a local student chapter, the State Council, an HR degree program, or other such organization or charity with purposes consistent with those of the Chapter).
ARTICLE XV – STATEMENT OF ETHICS
The Chapter adopts SHRM’s Code of Ethical and Professional Standards in Human Resource Management for members of the Association in order to promote and maintain the highest standards among our members. Each member shall honor, respect and support the purposes of this Chapter and of SHRM.
The Chapter shall not be represented as advocating or endorsing any issue unless approved by the Board of Directors. No member shall actively solicit business from any other member at Chapter meetings without the approval of the Board of Directors.
Ratified by the Membership of Chapter and signed by:
Chapter President __________________________________________________________
SHRM President/CEO or President/CEO Designee ________________________________
TRI-STATE HUMAN RESOURCE MANAGEMENT ASSOCIATION (NJ) CODE OF ETHICS
The Ethics and Sustainability Discipline deals with organizational and personal values and their expression in business decision making and behavior. It emphasizes organizational codes of ethics, but also includes relevant legal requirements. This discipline also involves managing the societal impact of business decisions, philanthropy and the role of the human resource professional in improving the quality of life of employees, their families and the community at large. It includes matters that focus specifically on careers, communications, legal and regulatory issues, technology, metrics and outsourcing in the areas of ethics and sustainability, as well as effective practices and global issues.
Ethics and sustainability are two different but related areas of practice that are gaining in significance for the 21st-century HR professional. The ethics realm includes voluntarily adopted and mandated business codes of ethics, related legal and regulatory imperatives, corporate governance, whistleblower protections and ethics training. The sustainability field includes traditional corporate philanthropy and volunteerism, but also encompasses broader initiatives that leverage the intersection between business interests and societal good.
Ethics and Sustainability also have facets in common with other HR disciplines that are expressed uniquely in this context. These include effective practices, careers, communication, metrics and technology.
Ethics is defined as rules of conduct or moral principles that guide individual or group behavior. The focus in business ethics is on awareness of organizational values, guidelines and codes, and behaving within those boundaries when faced with dilemmas in business or professional work.
HR professionals are in a strategic position to ensure that their organizations maintain cultures that demand ethical behavior. Many serve as the primary ethics resource in their organizations and are involved in formulating ethics policies. But others feel that they are charged merely with “cleaning up the messes.” See, Business Ethics Series Part I: Business Ethics Overview.
CODES OF ETHICS
Many organizations have voluntarily adopted codes of ethics that describe their general value system, ethical principles and specific ethical rules. Codes of conduct may cover a variety of subjects such as:
- Compliance and laws.
- Confidential or proprietary information.
- Conflicts of interest.
- Use of company assets.
- Acceptance or providing of gifts, gratuities and entertainment.
In addition, some industries have developed their own ethical standards that participating companies subscribe to. For example, during the 1980s executives of major defense contractors created the Defense Industry Initiative on Business Ethics and Conduct, whose principles obligate signatories to:
- Adopt a written code of ethics and conduct.
- Provide employees orientation and training with respect to the code.
- Provide employees with a mechanism (such as a hotline or helpline) to surface concerns about ethics issues and report suspected wrongdoing regarding corporate compliance with procurement laws and regulations.
- Adopt procedures for voluntary disclosure of violations of federal procurement laws.
- Participate in best practices forums.
- Show the public its commitment to ethical business practices through the transparency of its activities and programs.
Publically traded companies subject to the Sarbanes-Oxley Act of 2002 (SOX) must have a code of ethics that is designed to deter wrongdoing, including a statement promoting financial integrity that clearly applies to senior financial officers. There is no prescribed format for a SOX-compliant code, but it should affirm the company’s commitment to:
- Honest and ethical conduct.
- Avoidance of conflicts of interest.
- Full, fair, accurate, timely and understandable financial disclosure in reports and documents.
- Compliance with applicable government laws, rules and regulations.
For common business code of ethics provisions and other resources, see, Business Ethics Series Part III: Business Ethics–Codes of Conduct/Ethics. For sample policies and codes of ethics, see, Corporate Ethics & Social Responsibility under Samples in the Templates and Tools section of SHRM Online.
PARTICULAR ETHICAL CHALLENGES
When asked what were the most egregious types of ethical misconduct they had witnessed over the past 12 months, human resource professionals responded in a study that abusive or intimidating behavior by employees on the job tops the list. See, The Ethics Landscape in American Business Survey Report.
LEGAL AND REGULATORY ISSUES IN ETHICS
Corporate ethics historically has been a largely unregulated area, but that is changing. There are certain legal issues and exposures that organizations—particularly publically traded companies—need to be mindful of in developing and implementing their ethics policies and practices.
The Sarbanes-Oxley Act of 2002 (SOX) has many provisions that involve or touch on ethics-related policies and practices that HR professionals may administer or influence:
- Section 301: Requires companies to develop a complaint system and an anti-retaliation statement and to communicate these to employees. See, The Sarbanes-Oxley Act of 2002: New Federal Protection for Whistleblowers.
- Section 306: Requires companies to notify employees at least 30 days prior to a temporary suspension on stock trading—a blackout period. Section 306 also requires companies to provide executive officers and directors and the SEC with advance notice of a blackout period, during which officers and directors are prohibited from engaging in transactions involving securities acquired as a result of their employment. See, Sarbanes-Oxley Sample Blackout Notice.
- Section 402: Bans personal loans to executive officers or members of the board of directors. HR-administered programs that may run afoul of Section 402 include split-dollar life insurance policies, in which a company pays premiums for a policy insuring the life of an officer or executive; stock option exercises, which are company extensions of credit for broker-assisted, cashless exercises of stock options; and loans to cover home purchases or college tuition. See, Sarbanes-Oxley Alters Executive Compensation Climate.
- Section 404: Requires U.S. public companies and their independent auditors to show the Securities and Exchange Commission (SEC) that their financial numbers are accurate and that they have processes in place to ensure that accuracy. Because the single largest line item for most employers is people-related costs, including salary, benefits, incentives, training and the like, HR executives are squarely in the center of the SOX fray. How an organization arrives at its numbers is becoming nearly as important as the accuracy of the numbers. See, Demystifying Section 404.
- Section 406: Requires companies to have a code of ethics designed to deter wrongdoing, including a statement promoting financial integrity that clearly applies to senior financial officers.
- Section 802: Strengthens existing obstruction of justice sanctions against people who destroy, alter or falsify documents with the intent to impede or influence an investigation, even if the SOX charges have been settled. This section applies to both publicly traded and privately owned companies. See, Are You Clear?
- Section 806: Protects whistleblowers from retaliation if they speak out against unethical or wrongful actions that could have a negative effect on a company’s share value. It applies not only to employees at publicly held companies but also to any organization or individual that works for a publicly held company—including contractors, subcontractors and agents. See, Sarbanes-Oxley Whistleblower Claims: The Meaning of ‘Fraud Against Shareholders.’
False Claims Act
The federal False Claims Act permits a person with knowledge of fraud against the United States Government, referred to as the “qui tam plaintiff,” to file a lawsuit on behalf of the Government against the person or business that committed the fraud (the defendant). If the action is successful, the qui tam plaintiff is rewarded with a percentage of the recovery.
Other laws, regulations and guidelines
Various other federal laws may be brought to bear on an organization with respect to unethical business practices. For example:
- The Foreign Corrupt Practices Act of 1977 (FCPA) prohibits corrupt payments to foreign officials for the purpose of obtaining or keeping business.
- Mail and wire fraud statutes, 18 U.S.C. § 1341, 1343.
- The Travel Act, 18 U.S.C. § 1952, provides for federal prosecution of violations of state commercial bribery statutes.
- Federal Sentencing Guidelines, particularly §8.B2.1 regarding the components of an effective compliance and ethics program.
Corporate governance is the system that allocates duties and authority among a company’s stockholders, board of directors and management. Recognized principles help guide the advancement of corporate governance as well as the ability of U.S. public corporations to compete in the global marketplace, create jobs and generate economic growth.
In today’s competitive business environment, stakeholders are more closely examining how companies are managed. Whether publicly traded, corporate, nonprofit or privately held, firms increasingly are under the scrutiny of their workforce, shareholders, various stakeholders, the community and the public at large. The trend is reflected in the growing number of rules, mandates and regulations regarding board governance.
Investigating and addressing reports of ethics and compliance misconduct involving top brass can be challenging, particularly when trying to balance fairness, consistency and the appropriate discipline while dealing with legal and public relations issues. See,Board of Directors Series Part II: Boards and Corporate Governance.
Corporate reputation can either rapidly generate or destroy shareholder value. Accordingly, reputational risk management is another aspect of corporate governance coming to the fore. For recommendations on how corporate boards can ensure companies develop a robust reputational risk-management process, see, How Boards of Directors Can Safeguard Corporate Reputation.
Against this background, Boards are seeking more input from HR, which raises the profession’s profile but also generates political and other risks. For a detailed discussion of the opportunities and possible pitfalls associated with this trend, see, HR and the Board.
Whistleblowing generally is defined as reporting an employer’s illegal acts. A variety of federal and state statutes prohibit an employer from retaliating against employees for whistleblowing under specified circumstances.
The Sarbanes-Oxley Act, for example, includes an anti-retaliation and whistleblower provision that prohibits a company, officer, employee, contractor, subcontractor or agent from discharging, demoting, suspending, threatening, harassing or otherwise discriminating in the terms and conditions of employment against an employee who:
[B]y any lawful acts provides information or assists in an investigation regarding conduct that the employee reasonably believes is fraudulent or a violation of a rule or regulation of the SEC when such information or assistance is provided to or the investigation is conducted by (1) a federal regulatory agency or law enforcement agency, (2) a member of Congress or a Committee, (3) a person with supervisory authority over the person or (4) a person who has authority to investigate, discover or terminate misconduct.
An employee who proves such retaliation is entitled to be made whole. The law further provides that:
No company or person may knowingly, with the intent to retaliate, take any action harmful to any person, including interference with lawful employment or livelihood of any person for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any federal offense.
Individuals who violate this provision are subject to a fine up to $250,000, imprisonment for up to 10 years, or both. Entities are subject to criminal penalties and fines up to $500,000. See, The Sarbanes-Oxley Act of 2002: New Federal Protection for Whistleblowers.
Under SOX, whistleblowers are protected if they seek out a supervisor, a person authorized to receive complaints within the company, a government agency or a member of Congress. They can reach out to any or all of these parties in any sequence they choose. Currently, SOX does not appear to protect a whistleblower who contacts the media.
Some whistleblower protections are limited to certain classes of workers. For example, a Colorado statute protects nurses and other health care workers against retaliation for disclosing patient-safety concerns. See, New Whistleblower Protection for Health Care Workers.
Ethics training should be an ongoing process. Ethics training programs help employees and managers clarify their own ethical principles and practice self-discipline when confronted with ethical dilemmas. Training has little practical value if it exists only as a one-time event. Ethics training in conjunction with a code of ethics can serve as an organization’s guiding framework, especially when it is revisited frequently and employees and management view ethics as an enduring concern. Ethics training is available through various media, including Web-based training, CD-ROM training and live trainers.
The challenge lies in committing resources and putting forth the effort needed to make these programs truly effective. While an increasing number of employers are making the commitment to develop effective programs, these companies are still in the minority. That should begin to change as more and more companies come to understand the true value of these programs in helping to avoid costly investigations and fines. In the short run, that can be a hard sell.
Successful training may increase the number of reported ethical violations or incidents of noncompliance. Typically, the C-suite wants to know why. The answer is that an uptick in complaints actually indicates that the program is working. A good training program will raise awareness, but it won’t immediately change behaviors.
Experts recommend reviewing several training courses to find the best and most engaging programs. Training that does not engage and merely lectures on what ethics and compliance should cover will lose the interest of participants and won’t have the desired impact.
Measuring the true value of ethics and compliance training is challenging. Their overall effect, however, goes beyond limiting legal liabilities. They can help shape employee attitude and corporate culture. See, Interest in Ethics and Compliance Programs Grows and Supporting Ethical Employees.
Close on the heels of the maturing discipline of business ethics, the related areas of corporate social responsibility (CSR) and sustainability are emerging as business imperatives. See, CSR Leading More Corporate Agendas.
HR has a role and responsibilities in this field as well—from yesterday’s basic corporate philanthropy to today’s initiatives in ethics, diversity, financial transparency, employee relations, supply chain management, governance and community/employee engagement. See, Corporate Social Responsibility: HR’s Leadership Role. An HR framework for CSR might include:
- Identify and prioritize key issues based on core business drivers.
- Identify opportunities for measurement and evaluation.
- Recognize when, where and how to take action.
HR’s efforts to develop sustainable business practices such as equitable employment practices can have the positive effect of improving employee morale, increasing employee engagement and productivity, and improving retention by making the organization an employer of choice. Being an ethical, socially responsible company can attract investors, customers and top talent—and help ward off government regulators and environmental and labor activists. See, Social Responsibility and HR Strategy, Corporate Social Responsibility Pays Off.
While not limited to environmental issues, the field of business sustainability certainly includes them. “Going green” has become a business strategy requiring focused attention. Half of HR professionals surveyed say their organization has a formal or informal policy on environmental responsibility, and another 7 percent plan to adopt a policy in the next 12 months. See, SHRM Green Workplace Survey Brief. An organization’s actions in this area must be financially viable, employees must be aligned with the organization’s vision of being environmentally responsible, and the organization’s core values must reflect its respect for the environment and guide its decisions. See, Experts: Root ‘Green’ Efforts in Business Decisions, New Breed of Human Resource Leader and Greening Your Workplace Toolkit.
Corporate-sponsored volunteerism is a well-established practice. For years, workers have served on boards, volunteered at children’s schools and lent support to many community-based projects, often with the support of their employers. But an increasing number of companies have begun structured volunteer programs—integrated into core business strategies—that offer more hands-on involvement over a more consistent period of time. And while these programs are designed to help the communities they serve, they’re now also being used to help employees develop greater understanding, sensitivity and leadership skills. See, Employer-Sponsored Volunteerism: Difficult To Measure, but Benefits ‘Priceless’.
Sponsorship of volunteer programs also is being recognized as a recruitment strategy. A survey found that nearly two-thirds of the 1,000 18- to 26-year-olds polled would prefer working for employers that allow them to contribute their talent to nonprofit organizations. See, Employer-Based Volunteerism Lures Gen Y Workers.
It’s not just younger generation employees who become engaged in volunteerism. Mobilizing retirees to support community problem-solving activities that assist the employer in achieving its community affairs and marketing goals can leverage its significant investments in recruiting, training, employee assistance programs, health care, retention programs and leadership development. A number of major employers have created corporate retiree volunteer programs to do just that. See, Corporate Retiree Volunteer Programs.
Despite their recognized benefits, employer-sponsored volunteer programs do pose challenges. It can be difficult to measure the extent of an employee’s leadership development or to know empirically what the organization has gained through service fellowships, for example. Other issues and possible sticking points include:
- Clarifying what volunteer programs are employer-sponsored and/or funded and what ones are not.
- Determining whether to support volunteerism during work hours.
- Scheduling volunteer time so as not to conflict with productivity or with other employees’ schedules.
- Limiting eligibility for volunteer time-off to employees who are performing satisfactorily or better.
- Educating managers as to their responsibilities with respect to approving and scheduling volunteer time.
See, Volunteerism Policy.
Other Facets of Ethics and Sustainability
Various other aspects of business ethics and sustainability—often with implications for the HR professional—are emerging and developing in organizations.
Effective practices in ethics and sustainability
Developing exemplary and effective practices in the ethics and sustainability fields may require particularly creative thinking and adaptations. For example:
- In the area of ethics and governance, going beyond the letter of the law may become the norm. Although Sarbanes-Oxley applies only to publicly traded companies, many private companies and some nonprofit boards have adopted its requirements as good business practices.
- Although sustainability is a hot topic for today’s business leaders, most companies don’t really take this into account when recruiting MBAs. Instead of pigeonholing sustainability as a cost center, organizations need to integrate it into all areas of the business by hiring top MBAs who also have an in-depth understanding of sustainability. See, Expert: Hire for Sustainability.
Careers in ethics and sustainability
As more companies embrace ethics and sustainability as business imperatives, they are looking to human resource executives to play a major role in these initiatives. See, HR Becomes Key Player in Corporate Social Responsibility. Careers in these fields will find a new and dynamic frontier that covers varied subject areas—everything from environment, health and safety, to overseas bribery, privacy and securities fraud. There are also opportunities as consultants and vendors. See, What Is the HR Leader’s Role in Compliance and Ethics?
Global ethics and sustainability
As business expanded to the global arena, it generated the need for consistent ethics policies that transcend borders. A global ethics standard ensures that organizations do not limit themselves to the laws and regulations in the United States while operating overseas. In other words, legal behavior does not always supersede ethical behavior. See, Business Ethics Series Part IV: Business Ethics In the Global Arena and The Global HR Professional—Establishing an Ethically Effective Global Framework.
Ethics and sustainability metrics
HR professionals are likely to be responsible for producing metrics for the labor and employment dimensions of their organizations’ ethics and sustainability initiatives. The growing use of globally accepted guidelines for reporting on sustainability will probably increase organizations’ demand for more measures assessing the value of HR activities and spotlight HR management processes in sustainability initiatives.
The most common framework for sustainability reporting comes from the Global Reporting Initiative (GRI), a nonprofit based in the Netherlands. More than 1,000 organizations in 60 countries use the GRI guidelines to produce sustainability reports, and more organizations are beginning to use them. See, Future Focus: Rich, Green Perspective.
In the ethics area, measurement approaches are also emerging. For example, the Opus College of Business at the University of St. Thomas in Minneapolis has established the Self-Assessment and Improvement Process (SAIP), which enables organizations to appraise and enhance their performance on questions of corporate ethics, governance and social responsibility. The SAIP is a tool modeled on the appraisal method pioneered by the Malcolm Baldrige National Quality Program. See, $10 Million Gift Endows Business Ethics Appraisal Center.
Outsourcing in ethics and sustainability
Not all organizations will have the internal competencies to build their own ethics and sustainability programs, and will outsource some of these activities.
Ethics and sustainability technology issues
Various technologies create ethics and sustainability challenges in organizations, but technology also offers tools for maintaining ethical, sustainable businesses. Problems may include things such as ethical issues associated with electronic monitoring, for example. Solutions may include things such as ethics hotlines or online tools for anonymously reporting questionable conduct. See, Corporate Compasses: Working It Out.
Acknowledgement—This article was prepared for SHRM Online by Peter J. Eide, J.D., SPHR. He is a practicing attorney and principal HR consultant in the firm U.S. Human Resources and Ethics Services based in Columbia, Maryland. Previously he served as General Counsel to the Federal Labor Relations Authority’s Office in Washington, D.C., and with the labor law policy office of the U.S. Chamber of Commerce. He also serves as a member of SHRM’s Ethics Special Expertise Panel. In addition to relying on his own professional expertise and research, the author has incorporated existing SHRM Online content in developing this treatment.
Publication Note—This treatment was first published on August 1, 2008. SHRM staff will update it periodically as developments in the Ethics and Sustainability Discipline warrant. For the most recent developments see the Ethics and Sustainability Discipline Home Page, and articles archived under specific Ethics and Sustainability topics. Notify SHRM of broken links or concerns about the content by e-mailing email@example.com.