Members of SAM aspire to the highest standards of professional conduct. A SAM member will model ethical and professional behavior through actions, not just words–avoiding the appearance of improper conduct. Managers, academicians, and student members of SAM, are to reflect the following values: integrity; fairness; loyalty to the Society and the institution each represents; objectivity in work and relationships; diligence in duties; avoiding conflicts of interest; guarding confidences; promoting non-discrimination; supporting the goals of the Society; giving the best performance to duties, efforts, and thought; and assisting in the ethical and professional development of the next generation of managers.

Adopted July 24, 1999

This Whistleblower Policy of the Society for Advancement of Management, Inc. (the “Association”): (1) encourages directors, officers, staff and volunteers to come forward with specific and credible information on illegal practices and serious violations of adopted policies of the Association; (2) specifies that the Association will protect the person from retaliation; and (3) identifies where such information can be reported.

Section 1. Reporting is Encouraged. The Association encourages complaints, reports or inquiries about illegal practices, unlawful activity or serious violations of the Association’s policies, including illegal or improper conduct by the Association itself, by its leadership, or by others on its behalf. Appropriate subjects to raise under this policy would include fraudulent financial reporting, accounting or audit matters, possible fraudulent or dishonest use or misuse of resources or property, ethical violations, or other similar illegal or improper practices or policies. The complaints, reports, or inquires should be made in good faith.

Other subjects on which the Association has existing complaint mechanisms should be addressed under those mechanisms, such as raising matters of alleged discrimination or harassment via the Association’s human resources channels, unless those channels are themselves implicated in the wrongdoing. This policy is not intended to provide a means of appeal from outcomes in those other mechanisms.

Section 2. Protection from Retaliation. The Association prohibits retaliations by or on behalf of the Association and its officers and management against directors, officers, staff or volunteers for making good faith complaints, reports or inquiries under this policy or for participating in a review or investigation under this policy. This protection extends to those whose allegations are made in good faith but prove to be mistaken.  The Association reserves the right to discipline persons who make bad faith, knowingly false, or vexatious complaints, reports or inquiries or who otherwise abuse this policy.

Section 3. Where to Report. Complaints, reports or inquiries may be made under this policy on a confidential or anonymous basis. They should describe in detail the specific facts demonstrating the bases for the complaints, reports or inquiries. They should be directed to the Chairperson of the Board of Directors, who shall administer this policy and report to the Audit Committee or the Board of Directors. If the Chairperson of the Board of Directors in implicated in the complaint, report or inquiry, it should be directed to any Director of the Association. The Association will conduct a prompt, discreet, and objective review or investigation. Staff and volunteers must recognize that the Association may be unable to fully evaluate a vague or general complaint, report or inquiry that is made anonymously. Therefore, you may decide to identify yourself when submitting the complaint, report or inquiry.

Section 4. Distribution of Copies. A copy of this Policy shall be distributed to all directors, officers, employees and volunteers who provide substantial services to the Association.

Adopted January 23, 2016

This Conflict of Interest Policy of the Society for Advancement of Management, Inc. (the “Association”): (1) defines conflicts of interest; (2) identifies classes of individuals within the Association covered by this policy; (3) facilitates disclosure of information that may help identify conflicts of interest; (4) specifies procedures to be followed in managing conflicts of interest; and (5) sets standards to be followed when making decisions.

Section 1. Definition of Conflicts of Interest. A conflict of interest arises when a person in a position of authority over the Association may benefit financially from a decision 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. Conflict of interest includes, without limitation, the Association’s participation in a transaction in which a related party (as defined by New York statutes) has a financial interest.

Section 2. Individuals Covered. Persons covered by this policy are the Association’s officers, directors, chief employed executive and chief employed finance executive.

Section 3. Statement of Policy. The Association shall not enter into any transaction in which a conflict of interest has been disclosed or discovered unless the transaction is determined by the Board of Directors to be fair, reasonable and in the Association’s best interest at the time of such determination. Any director, officer or key employee who has a conflict of interest or an interest in a related party transaction shall disclose in good faith to the Board of Directors, or an authorized committee thereof, the material facts concerning such interest.

Section 4. Disclosures Before Election and Annually Thereafter. Prior to the initial election of any director, and annually thereafter, such director shall complete, sign and submit to the Secretary of the Association a written statement identifying, to the best of the director’s knowledge, any entity of which such director (or a director’s family member) is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the Association is a participant and in which the director might have a conflict of interest.  Each director shall annually resubmit such written statement. The Secretary of the Association shall provide a copy of all completed statements to the Chairman of the Board.

Section 5. Procedures to Manage Conflicts. For each transaction in which a conflict of interest has been disclosed to the Board of Directors, the Board will:

1. require that the person with the conflict of interest not be present at or participate in Board of Directors or committee deliberations or votes on the matter giving rise to such conflict;
2. prohibit the person with the conflict of interest from any attempt to influence improperly the deliberation or voting on the matter giving rise to such conflict;
3. document in the Association’s records the existence and resolution of the conflict of interest including documentation in the minutes of any meeting at which the conflict was discussed or voted upon;
4. prior to entering into the transaction, consider alternative transactions to the extent available;
5. approve the transaction by not less than a majority vote of the directors or committee members present at the meeting; and
6. contemporaneously document in writing the basis for the Board of Directors or authorized committee’s approval, including its consideration of any alternative transaction.

No party with a conflict of interest may participate in deliberations or voting relating to matters in which they have a conflict of interest; provided that nothing in this Policy shall prohibit the Board of Directors or authorized committee from requesting that a person who has a conflict of interest present information concerning the transaction at the Board of Directors or committee prior to the commencement of deliberations or voting related thereto.

Adopted January 23, 2016

This Joint Venture Policy of the Society for Advancement of Management, Inc. (the “Association”), requires that the Association evaluate its participation in joint venture arrangements under Federal tax law and take steps to safeguard the Association’s exempt status concerning such arrangements. It applies to join ownership of contractual arrangements through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt purpose activity as further defined in this Policy.

Join ventures or similar arrangements with taxable entities. For purposes of this Policy, a joint venture or similar arrangement (or “venture or arrangement”) means any join ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt purpose activity without regard to: (1) whether the Association controls the venture or arrangement; (2) the legal structure of the venture or arrangement; or (3) whether the venture or arrangement is taxed as a partnership or as an association or corporation for federal income tax purposes. A venture or arrangement is disregarded if it meets both the following conditions:

1. 95% or more of the venture’s or arrangement’s income tax for its tax year ending with or within the Association’s tax year is excluded from unrelated business income taxation (UBIT) [including but not limited to: (i) dividends, interest, and annuities; (ii) royalties; (iii) rent from real property and incidental related property except to the extent of debt-financing; and (iv) gains or losses from the sale of property]; and
2. the primary purpose of the Association’s contribution to, or investment or participation in, the venture or arrangement is the production of income or appreciation of property.

Safeguards to ensure exempt status protection. The Association will: (a) negotiate in its transactions and arrangements with other members of the venture or arrangement such terms and safeguards adequate to ensure that the Association’s exempt status is protected; and (b) take steps to safeguard the Association’s exempt status with respect to the venture or arrangement. Some examples of safeguards include:

1. control over the venture or arrangement sufficient to ensure that it furthers the exempt purpose(s) of the Association;
2. requirements that the venture or arrangement give priority to exempt purposes over maximizing profits for the other participants;
3. that the venture or arrangement not engage in activities that would jeopardize­ the Association’s exemption; and
4. that all contracts entered into the Association be on terms that are at arm’s length or more favorable to the Association.

Adopted January 23, 2016