Member Ethics Agreement

 

TENNESSEE ASSOCIATION OF ALCOHOL, DRUG AND OTHER ADDICTION SERVICES ("TAADAS")

CODE OF BUSINESS CONDUCT AND ETHICS

By submitting your membership request using our online form you agree to the terms stated herein

Introduction

This Code of Business Conduct and Ethics (the "Code") contains general guidelines for conducting the business of TAADAS in a manner consistent with the highest standards of ethical conduct and professional integrity which are the bedrock of TAADAS. In an effort to maintain the high standard of conduct expected and deserved by the public, our constituents and ourselves and to enable the organization to continue to offer its tradition of excellence, TAADAS chooses to operate under this Code. 

This Code applies to all of TAADAS directors, officers and employees.  For simplicity, all persons covered by this Code are referred to as "TAADAS Associates" or simply "Associates."  Annually, all Associates are required to sign a statement certifying that, in delivering services for TAADAS and in all other related activities; they shall meet the standards of conduct set forth within the Code. 

TAADAS expects its Associates to listen to our stakeholders and make all reasonable efforts to satisfy their needs and concerns within the scope of our mission, and to strive for excellence and innovation and demonstrate professional respect and responsiveness to constituents, funders and others. TAADAS has a simple and straightforward policy on the rules of conduct and behavior that are expected from Associates when they are conducting the business of TAADAS. It is a commitment to do what is right, obey all laws, behave with integrity and honesty, treat people fairly, respect diversity, accept accountability, communicate openly and always behave in a way that is above reproach.  Generally, these requirements are referred to as ethics.  Each Associate is required to maintain these high ethical standards at all times and to avoid even the appearance of improper behavior.  No Associate of TAADAS should feel that a compromising or unethical situation is justified by any possible business result.  Anyone who violates these rules of conduct and behavior could be subject to criminal or civil penalties and/or subject to corrective action up to and including discharge from TAADAS.

Applicability

Certain of TAADAS Associates are subject to professional ethical requirements in addition to the requirements of this Code. TAADAS expects for there to be few, if any, conflicts between those dual sources of ethical obligations for these individuals. In the rare circumstances when conflicts do exist, each affected individual must honor his or her professional duties as imposed by applicable law and professional ethics codes. Only if permissible while adhering to these professional duties, such individuals are encouraged to consult with TAADAS Executive Director prior to making an act or omission required by their professional ethical obligations that would not otherwise be permissible under this Code. 

This Code covers a wide range of business practices and procedures.  It does not cover every issue that may arise, but it sets out basic principles to guide all persons to which it applies.    If a law conflicts with a policy in this Code, an Associate must comply with the law; however, if a local custom or policy conflicts with this Code, he or she must comply with this Code.  If an Associate has any questions about these conflicts, he or she should ask his or her supervisor how to handle the situation.

Compliance with Laws, Rules and Regulations

Each Associate has an obligation to faithfully comply with both the letter and spirit of all laws, rules and regulations of federal, state and local governments, and all applicable private and public regulatory agencies. Obeying the law, both in letter and in spirit, is the foundation on which TAADAS ethical standards are built.  Although Associates are not expected to know the exact details of all laws, at a minimum, each Associate is expected to understand and comply with the laws, rules and regulations that apply to his or her job position. If an Associate has any doubt about whether a course of action is lawful, such Associate should seek advice from his or her supervisor, the Executive Director, the Chairman of the Board of Directors or a member of the Executive Committee of the Board of Directors, as the case may be, as prescribed herein by the Code.

Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of TAADAS.  A conflict situation can arise when an Associate takes actions or has interests that may make it difficult to perform his or her work for TAADAS objectively and effectively.  Conflicts of interest may also arise when an Associate or members of his or her family, receives improper personal benefits as a result of his or her position with TAADAS.  Loans to, or guarantees of obligations of, Associates and their family members may create conflicts of interest.

Unless otherwise disclosed, it is almost always a conflict of interest for a TAADAS Associate to work simultaneously for a competitor, client, patient, or supplier.   An Associate should avoid any direct business connection with TAADAS clients, patients, suppliers or competitors, except on TAADAS’ behalf.  Under no circumstances is an Associate to conduct business directly or indirectly with TAADAS except with the prior approval of TAADAS's Executive Director after full disclosure of all the circumstances to the Board of Directors.

Conflicts of interest are prohibited as a matter of TAADAS policy, except under guidelines approved by the Board of Directors.  Conflicts of interest may not always be clear-cut, so if an Associate has a question in this respect, he or she should consult with higher levels of management.  Any Associate who becomes aware of a conflict or potential conflict should bring it to the attention of his or her supervisor, TAADAS Executive Director, the Chairman of the Board or a member of the Executive Committee of the Board, as the case may be, and consult the procedures described in this Code.

Disclosure of Conflicts of Interest

TAADAS requires that Associates disclose any situations that reasonably would be expected to give rise to a conflict of interest.  If an Associate suspects that he or she has a conflict of interest, or something that others could reasonably be perceived as a conflict of interest, the Associate must report it to his or her supervisor, the Executive Director, the Chairman of the Board or a member of the Executive Committee of the Board, as the case may be, as prescribed herein by the Code.  The supervisor, the Executive Director, the Chairman of the Board or a member of the Executive Committee of the Board, as the case may be, will work with the Associate to determine whether he or she has a conflict of interest and, if so, how best to address it.  Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived as described in the "Waiver of the Code" as described herein.

Corporate Opportunities

Associates are prohibited from taking for themselves personally TAADAS business opportunities that the Associate discovers through the use of corporate property, information or position unless the Board of Directors approves such taking.  No Associate may use corporate property, information, or position for improper personal gain, and no Associate may compete with TAADAS directly or indirectly.  Associates owe a duty to TAADAS to advance its legitimate interests when the opportunity to do so arises.

Competition and Fair Dealing

TAADAS seeks to outperform its competition fairly and honestly. TAADAS seeks competitive advantages through superior performance, never through unethical or illegal business practices.  Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present Associates of other companies is prohibited.  Each Associate should endeavor to respect the rights of and deal fairly with TAADAS suppliers, competitors and Associates.  No Associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage. No gift or entertainment should ever be offered, given, provided or accepted by any TAADAS Associate, family member of an Associate or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is worth less than $50 in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations.  An Associate should discuss with his or her supervisor, the Executive Director, the Chairman of the Board or a member of the Executive Committee of the Board, as the case may be, any gifts or proposed gifts which he or she is not certain are appropriate.

Employment Relationship

TAADAS expects each associate to make an effort to understand, respect and support our constituents from other cultures, exemplified by the contributions of our staff and executive leadership, and to contribute to an organizational culture that respects the diverse, individual contributions of staff and leadership. The diversity of TAADAS Associates is a tremendous asset.  TAADAS is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.  Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

Supervisors must be particularly sensitive to the maintenance of totally professional relations with subordinates, and likewise, Associates must be particularly sensitive to the maintenance of totally professional relations with clients and patients.  Undue pressures, no matter how subtle, which result in less than professional relations, must be avoided.  Evidence of violation of the letter or spirit of this policy will result in appropriate disciplinary measures.

TAADAS is entitled to the full working time and energy of each of its full-time Associates.    Special attention should be given to avoiding the conduct of any outside business during TAADAS working hours, on TAADAS premises, or in a manner that involves fellow Associates during their TAADAS working hours (or in any manner at any time that involves clients or patients of TAADAS regardless of whether the conduct takes place during working hours or not), and the solicitation of fellow Associates (particularly subordinates but especially clients and/or patients, who could be vulnerable to what might be perceived as pressure from a supervisor or authority figure) to participate in or with such business in any way, whether as a customer, employee, independent contractor, or otherwise.

Health and Safety

TAADAS strives to provide each Associate with a safe and healthful work environment.  Each Associate has responsibility for maintaining a safe and healthy workplace for all Associates by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted.  Associates should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol.  The use of alcohol or illegal drugs in the workplace will not be tolerated.

Record-Keeping

TAADAS requires honest and accurate recording and reporting of information so that it can make responsible business decisions and make full, fair, accurate, timely and understandable disclosure in the reports and documents TAADAS files with, or submits to State or Federal agencies or commissions and in its other public communications. 

All of TAADAS's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect TAADAS transactions and must conform both to applicable legal requirements and to TAADAS's system of internal controls.  Unrecorded or “off the books” funds or assets may not be maintained unless permitted by applicable law or regulation.

Many Associates regularly use business expense accounts, which must be documented and recorded accurately.  If an Associate is unsure whether a certain expense is legitimate, he or she should ask his or her supervisor.

Business records and communications often become public, and Associates should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood.  This applies equally to e-mail, internal memos, and formal reports.  Records should always be retained or destroyed according to TAADAS record retention policies and applicable law.

Confidentiality

Confidentiality is the hallmark of professionalism.  Associates must maintain the confidentiality of confidential information entrusted to them by TAADAS or its clients or patients, except when disclosure is authorized by TAADAS management or required by laws or regulations.  Confidential information includes all non-public information in whatever form: written, oral or electronic, that might be of use to competitors, or harmful to TAADAS or its clients or patients, if disclosed.  An important part of confidential information consists of medical records and medical information about clients and patients. The release of any medical records and/or medical information may constitute a violation of state and federal law.   The improper or unlawful release of any medical records and/or medical information will not be tolerated under any circumstance.   The obligation to preserve confidential information continues even after an Associates' relationship with TAADAS ends.

Protection and Proper Use of Company Assets 

All Associates should endeavor to protect TAADAS assets and ensure their efficient use.  Theft, carelessness, and waste have a direct impact on TAADAS's success.  Any suspected incident of fraud or theft should be immediately reported for investigation.  TAADAS equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of Associates to protect TAADAS assets includes protection of its proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information and any unpublished financial data and reports.  Unauthorized use or distribution of this information is a violation of TAADAS policy. 

Political Contributions; Payments to Government Personnel

Contributions by TAADAS, directly or indirectly, to or on behalf of candidates for federal office are not permitted.  Other political contributions may be allowed only if permissible under applicable laws, rules and regulations, as determined by TAADAS's Executive Director after consultation with legal counsel, and only if approved in writing by TAADAS's Board of Directors.

The U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel.  The promise, offer or delivery to an official or Associate of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate TAADAS policy but could also be a criminal offense.  State and local governments, as well as foreign governments, may have similar rules.  TAADAS's Executive Director can provide guidance to an Associate in this area.

Annual Statement

Associates of TAADAS may be required to submit an annual statement disclosing actual and potential conflicts of interest and including the following affirmation:

"I have examined and understand TAADAS's Code of Business Conduct and Ethics (the "Code").  I undertake to report promptly, in accordance with the Code, any circumstances in TAADAS' business or operations that may involve a violation of any applicable law, rule or regulation and any other circumstances that may involve a violation of the Code.  I confirm that I do not know of any such circumstances not previously reported."

Compliance Procedures

Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that Associates may face.  In the event any Associate feels uncomfortable about a situation or has any doubts about whether it is consistent with TAADAS's ethical standard, he or she should seek help.  TAADAS encourages its Associates to contact their supervisors for help first.  If a supervisor cannot answer a particular question or if an Associate does not feel comfortable contacting his or her supervisor, such Associate should contact the Executive Director.  Additionally, the Executive Director or a Board Member should direct his or her questions to either the Chairman of the Board or a member of the Executive Committee of the Board.

Reporting Violations of the Code; Illegal or Unethical Behavior

All Associates have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulation or policies that apply to TAADAS. If an Associate knows of or suspects a violation of this Code, he or she should immediately report the conduct to his or her supervisor.  The supervisor will contact the Executive Director, which will work with the Associate to investigate the matter.    If the Executive Director or a Board Member knows of or suspects a violation of this Code, he or she should immediately report the conduct to the Chairman of the Board or, if the Director or Board Member does not feel comfortable reporting the conduct to the Chairman, the report may be made to a member of the Executive Committee of the Board.

All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion.  Each supervisor, the Executive Director and each of the Board Members of TAADAS will protect each Associate's confidentiality to the extent possible, consistent with law and TAADAS’s need to investigate the matter.

It is TAADAS's policy that any Associate who violates this Code will be subject to appropriated discipline, which may include termination of employment or removal from the Board of Directors, as the case may be.  This determination will be based upon the facts and circumstances of each particular situation. An Associate accused of violating this Code may be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline.  The conduct of each Associate, as a representative of TAADAS, should be judged considering whether that action is right, fair and legal, and whether that action could withstand the scrutiny of outsiders.

Policy Against Retaliation

TAADAS strictly prohibits retaliation again an Associate who, in good faith, seeks help or reports known or suspected violations of either the law or this Code.  Any reprisal or retaliation against an Associate because the Associate, in good faith, sought help or filed a report will be subject to disciplinary action, including the potential termination of employment.

Suggested Steps

We must all work to ensure prompt and consistent action against violations of this Code.  However, in some situations it is difficult to know right from wrong.  Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem.  These are the steps to keep in mind:

Make sure you have all the facts.  To reach the right solutions, we must be as fully informed as possible.

Ask yourself:  What specifically am I being asked to do?  Does it seem unethical or improper?  This will enable you to focus on the specific question you are faced with, and the alternatives you have.  Use your judgment and common sense; if something seems unethical or improper, it probably is.

Clarify your responsibility and role.  In most situations, there is shared responsibility.  Are your colleagues informed?  It may help to get others involved and discuss the problem.

Discuss the problem with your supervisor.  This is the basic guidance for nearly all situations.  In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process.  Remember that it is your supervisor’s responsibility to help solve problems.

Seek help from TAADAS resources.  In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with the Executive Director.  In the instance that a Director or Member of the Board of Directors has a problem or question in connection with this Code, that individual may contact either the Chairman of the Board or, in the instance that the individual did not feel comfortable approaching the Chairman, a Member of the Executive Committee of the Board.

You may report ethical violations in confidence and without fear of retaliation.  If your situation requires that your identity be kept secret, your anonymity will be protected to the extent possible as noted n this Code.  TAADAS does not permit retaliation of any kind against Associates for good faith reports of ethical violations.

Always ask first, act later.  If you are unsure of what to do in any situation, seek guidance before you act.

Waivers of the Code of Business Conduct and Ethics 

Waivers of this Code will be granted only in extraordinary circumstances. Any waiver of this Code for Associates may be made only by the Board of Directors or the appropriate Board committee and will be promptly disclosed as required by applicable law, rule or regulation.

 

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing TAADAS policy.  TAADAS reserves the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

 

As an association member of TAADAS, its Executive Committee or an employee of TAADAS, I will uphold and promote the principals of this code.