All Commissioners, committee members, Peer Reviewers, volunteer and staff adhere to ethical standards of practice in all CAATE-related Activities.
This Governance Code of Conduct (the “Code”) applies to all Commissioners, Officers, and Committee Members (“Leaders”) of The Commission on Accreditation of Athletic Training Education (the “CAATE” or “organization”), as well as others where incorporated by reference into an executed agreement. The Code is a statement of goals and expectations for Leaders’ behavior in governing the CAATE. All affected Leaders of the CAATE are expected to read the Code, understand it, and comply with its letter and spirit. Together with other applicable guidelines or policies of the CAATE, compliance with this Code will help protect the CAATE’s reputation for honesty and integrity.
The overarching obligation of Leaders is to act in the best interests of the organization and to carry out their fiduciary duty to the organization. That fiduciary duty encompasses several component duties:
- The Duty of Care: The Duty to Act Honestly, Reasonably, and in Good Faith.
- The Duty of Obedience: The Duty to Faithfully Pursue the Organization’s Mission.
- The Duty of Loyalty, which includes:
- The Duty to Maintain the Confidentiality of Information that the Organization Deems Confidential;
- The Duty to Disclose and Avoid Conflicts of Interest; and
- The Duty to Refrain from Expropriation of Corporate Opportunities.
This Code presents some specific examples of how Leaders are expected to comply with their fiduciary duties to the organization. In some circumstances, the Code may impose heightened standards of conduct that exceed what the law demands. The Code does not and cannot address every possible situation, however; the conduct of Leaders should, in every situation, be governed by the expectations that spring from their fiduciary duty to the organization.
A. Standards of Conduct
1. Duty to Act Honestly, Reasonably, and in Good Faith
Leaders must act with the care an ordinarily prudent person in like position would exercise under similar circumstances. This means that Leaders must act honestly, reasonably, diligently, on an informed basis and in good faith. Leaders can and should delegate to and reasonably rely on staff and advisers with particular expertise, such as accountants and lawyers; they are not required to – and shouldn’t – perform all activities or do all the research or investigation themselves.
2. Duty to Faithfully Pursue the Corporation’s Mission
Leaders must faithfully pursue the corporation’s mission as stated in the organization’s governing documents and in the policies adopted by the Board of Commissioners.
All Leaders are responsible for safeguarding and keeping confidential any information that the organization considers to be of a confidential or sensitive nature. Such information includes, but is not limited to financial records and reports, marketing and strategic planning information, employee-related documents, and other materials that the organization would not want disclosed to an unauthorized recipient, or that might be harmful to the organization or its constituents if disclosed, whether or not such information is marked “confidential.” Confidential information also includes information concerning possible transactions with other entities or individuals or information about the organization’s accredited programs, suppliers or contractors, which the organization is under an obligation to keep confidential. Discussions at meetings of the Board of Commissioners or Board committees, councils, or task forces are presumptively confidential, unless and until the organization decides to disclose such information. Information contained in the minutes of such meetings is not presumed to be confidential. Leaders must exercise caution and discretion with respect to any appropriate temporary removal of confidential or sensitive information from the organization’s premises and must safeguard the information from unintended disclosure or loss. Leaders should not discuss with or disclose to any third-party, even family members or other constituents of the organization, Board proceedings or deliberations or other non-public information of the organization or its constituents to which they have access in their capacity as a Leader of the organization.
4. Conflicts of Interest
A conflict of interest arises when a Leader of the organization may benefit financially from a decision or vote he or she could make in that capacity, including indirect benefits such as to family members or businesses with which the person is closely associated.
Leaders must annually disclose or update to the President (or, in the case of the President, to the Secretary/Treasurer), on a form provided by the organization, any interests that could give rise to conflicts of interest, such as substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations by the Leader or his or her family members, if those interests could be affected by the decisions or actions of the organization.
For each interest disclosed, the President (or Secretary/Treasurer) will determine whether to: (a) take no action; (b) assure full disclosure to the Board of Commissioners and other individuals covered by this policy; (c) ask the person to recuse from participation in related discussions or decisions within the organization; or (d) ask the person to resign from his or her position in the organization or, if the person refuses to resign, become subject to possible removal in accordance with the organization’s removal procedures.
The organization’s Executive Director will monitor proposed or ongoing transactions for conflicts of interest and disclose them to the President in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred.
5. Corporate Opportunities
No Leader of the organization shall for personal or any other person’s or entity’s gain deprive the organization of any business opportunity or benefit which could be construed as related to any existing or reasonably anticipated future activity of the organization. Leaders who learn of any such opportunity through their involvement with the organization may not disclose it to a third party or invest in the opportunity unless and until they have first offered it to the organization and the organization has rejected the opportunity.
6. Financial Record-Keeping
Leaders are expected to submit accurate documentation and receipts for all expenses or other payments that are charged to the organization.
7. Improper Payments
No Leader may ever authorize or pay or use any funds or assets for a bribe, “kickback,” or similar payment. Prohibited payments are those intended to directly or indirectly benefit any person or entity (including any governmental entity or official), rather than serving as payment for contracted services or other approved purposes. No Leader may, in connection with their position in the organization, offer or give any gift or business entertainment of any kind to any government employee without the prior written approval of the President, or other officer as designated by the Board.
8. Acceptance of Payments
Leaders may not seek or accept either directly or indirectly, any payments, fees, services, or other gratuities (other than, with respect to employed Officers, in the normal course of the employee’s business duties) from any other person or organization that does or seeks to do business with the organization. Gifts of cash or cash equivalents of any amount are strictly prohibited. Routine dividends and other returns on investments from publicly traded securities are permissible. The receipt of common courtesies, sales promotion items of nominal value, occasional meals, and reasonable entertainment are also permissible to the extent that such payments or favors are commonly provided, appropriate to a business relationship, and associated with business discussions, but they must not be solicited or requested by the Leader.
9. No Harassment or Discrimination
Leaders should refrain from conduct that is discriminatory, harassing, coercive, or disruptive, including sexual harassment, in their dealings with CAATE staff, consultants, applicants, vendors, volunteers, or other individuals who provide support to CAATE or with whom they interact due to their position with CAATE. For purposes of this policy, prohibited harassment includes unwelcome actions, words, jokes, or comments based on any legally protected characteristic, such as an individual’s sex, race, color, national origin, age, religion, mental or physical disability, sexual orientation, gender identity or expression, pregnancy, or military or veteran status. Some examples of impermissible behavior include making fun of an individual’s religious beliefs, using racially biased epithets, making uninvited sexual advances or propositions, telling obscene jokes, discussing sexual activities, or engaging in unwelcome physical conduct, including touching, assaulting, or impeding or blocking movements. Leaders should not initiate physical contact that could reasonably be interpreted as a sexual overture when interacting with CAATE staff, applicants, or contractors. In evaluating whether verbal or other conduct may be unwelcome, Leaders must be mindful of any actual or perceived power differential and should not initiate discussions of sexual or potentially offensive topics with others performing CAATE work unless the Leader has an objective basis for expecting that the individual would not consider the remarks unwelcome. When determining the appropriateness of interactions with others in their capacity as a Leader, Leaders may also take into consideration whether they have a preexisting friendship or other independent collegial relationship with the individual in which the individual has treated similar interactions as welcome.
10. Fair Dealing
Leaders are expected to conduct their business dealings and their organization-related actions with integrity and honesty and a high level of ethics. Conduct by a Leader that calls into question his or her integrity, honesty, or ethics, even if such conduct does not directly relate to his or her role with the organization, may be grounds for disciplinary action against the Leader or for removal from the Board or relevant committee.
11. Compliance with Laws, Regulations, and the Organization’s Policies and Procedures
Leaders are required to comply with all applicable laws, regulations, and the organization’s policies and procedures. Violation of laws and regulations may subject an individual, as well as the organization, to civil and/or criminal penalties. Leaders should promptly alert the organization to any deviation from applicable laws, regulations, or policies and procedures.
12. Duty to Report Violations or Threats to the Organization
Each Leader is responsible for promptly reporting to the Board any circumstances that such person believes in good faith may constitute a violation of the organization’s policies or any unlawful conduct that may negatively impact the organization. Such reports may be oral, written or by e-mail, and may be made anonymously. Reports should be made in accordance with the organization’s Whistleblower Policy and/or other relevant policies and procedures.