Nonprofit Whistleblower Policy

WHISTLEBLOWER POLICY

[ORGANIZATION NAME]

Adopted by the Board of Directors on: [DATE]

Last Reviewed/Amended: [DATE]

ARTICLE I - PURPOSE

1.1 Policy Statement

[ORGANIZATION NAME] (the "Organization") is committed to the highest standards of ethical conduct, integrity, and accountability. This Whistleblower Policy (the "Policy") is intended to:

(a) Encourage and enable employees, volunteers, Board members, and others to report suspected wrongdoing within the Organization;

(b) Protect individuals who make good-faith reports from retaliation;

(c) Ensure that reports of suspected wrongdoing are properly received, documented, and investigated;

(d) Comply with applicable laws, including the Sarbanes-Oxley Act.

[// GUIDANCE (IRS): Form 990 asks whether the organization has a written whistleblower policy. While not legally required, having such a policy is considered a governance best practice.]

1.2 Legal Requirements

The Sarbanes-Oxley Act of 2002 prohibits retaliation against whistleblowers who report suspected violations of federal law. Section 1107 of the Act makes it a federal crime to knowingly, with intent to retaliate, take any harmful action against a person who provides truthful information relating to a federal offense.

ARTICLE II - SCOPE

2.1 Who Is Covered

This Policy applies to:

(a) All employees (full-time, part-time, and temporary);
(b) All volunteers;
(c) All Board members;
(d) All officers;
(e) All contractors and consultants working on behalf of the Organization;
(f) Any other person who has knowledge of suspected wrongdoing.

2.2 What Is Covered

This Policy covers reports of suspected:

(a) Financial Misconduct:

• Fraud, theft, or embezzlement
• Falsification of financial records or reports
• Improper use of organizational funds
• Violations of internal financial controls
• Questionable accounting practices

(b) Legal Violations:

• Violations of federal, state, or local laws
• Violations of tax-exempt status requirements
• Violations of grant requirements
• Environmental violations
• Employment law violations

(c) Governance Violations:

• Conflicts of interest
• Breaches of fiduciary duty
• Violations of the Organization's policies
• Unauthorized disclosure of confidential information

(d) Ethical Violations:

• Harassment or discrimination
• Retaliation against whistleblowers
• Misrepresentation to donors, grantors, or regulators
• Abuse of authority
• Other conduct that violates the Organization's Code of Ethics

(e) Safety Violations:

• Unsafe working conditions
• Violations of health and safety regulations

2.3 What Is Not Covered

This Policy is not intended for:

(a) Personal grievances or complaints (use HR procedures);
(b) Disagreements with management decisions that do not involve wrongdoing;
(c) Performance evaluations or employment disputes;
(d) Complaints already addressed through other channels.

ARTICLE III - REPORTING PROCEDURES

3.1 Reporting Channels

Reports of suspected wrongdoing may be made through any of the following channels:

Option 1: Supervisor
Report to your direct supervisor (unless the supervisor is involved in the suspected wrongdoing).

Option 2: Executive Director
[NAME]
[EMAIL]
[PHONE]

Option 3: Board Chair
[NAME]
[EMAIL]
[PHONE]

Option 4: Audit Committee Chair
[NAME]
[EMAIL]
[PHONE]

Option 5: Compliance Officer / Designated Person
[NAME]
[EMAIL]
[PHONE]

Option 6: Anonymous Reporting
☐ [HOTLINE NUMBER]
☐ [ONLINE REPORTING FORM/WEBSITE]
☐ Written report to: [ADDRESS]

3.2 How to Make a Report

Reports should include, to the extent known:

(a) Description of the suspected wrongdoing;
(b) Names of individuals involved;
(c) Dates and locations of the incidents;
(d) Any supporting documents or evidence;
(e) Names of potential witnesses;
(f) Any prior efforts to address the matter.

3.3 Good Faith Reporting

All reports must be made in good faith and based on a reasonable belief that wrongdoing has occurred. Individuals who knowingly make false reports may be subject to disciplinary action.

3.4 Confidentiality

The Organization will make reasonable efforts to protect the identity of individuals who report suspected wrongdoing, to the extent consistent with:

(a) The need to conduct a thorough investigation;
(b) Applicable legal requirements;
(c) Protecting the rights of accused individuals.

3.5 Anonymous Reports

Anonymous reports will be accepted and investigated to the extent possible. However, anonymity may limit the Organization's ability to fully investigate or take corrective action.

ARTICLE IV - INVESTIGATION PROCEDURES

4.1 Receipt of Report

Upon receiving a report, the recipient shall:

(a) Document the report, including date, time, and content;
(b) Acknowledge receipt to the reporter (if not anonymous) within [NUMBER] business days;
(c) Forward the report to the appropriate person for investigation.

4.2 Investigation Responsibility

4.3 Investigation Process

Investigations shall be:

(a) Prompt: Initiated within [NUMBER] business days of receiving the report;

(b) Thorough: Conducted with appropriate diligence and documentation;

(c) Fair: Conducted objectively, with consideration for the rights of all parties;

(d) Confidential: Information shared only on a need-to-know basis;

(e) Documented: Written record maintained of investigation steps and findings.

4.4 Investigation Steps

The investigation may include:

(a) Interviews with the reporter (if available);
(b) Interviews with the accused individual(s);
(c) Interviews with witnesses;
(d) Review of relevant documents and records;
(e) Consultation with legal counsel;
(f) Engagement of external investigators if appropriate.

4.5 Interim Measures

During the investigation, the Organization may take interim measures to protect the Organization, its employees, or assets, including:

(a) Placing individuals on administrative leave;
(b) Restricting access to systems or information;
(c) Other appropriate measures.

4.6 Investigation Conclusion

At the conclusion of the investigation:

(a) The investigator shall prepare a written report of findings;
(b) The appropriate decision-maker shall determine corrective action;
(c) The reporter shall be informed that the investigation is complete (if not anonymous).

4.7 Corrective Action

If wrongdoing is substantiated, the Organization shall take appropriate corrective action, which may include:

(a) Disciplinary action (up to and including termination);
(b) Referral to law enforcement;
(c) Recovery of assets;
(d) Changes to policies and procedures;
(e) Other remedial measures.

ARTICLE V - PROTECTION FROM RETALIATION

5.1 No Retaliation

The Organization strictly prohibits retaliation against any individual who:

(a) Makes a good-faith report of suspected wrongdoing;
(b) Participates in an investigation;
(c) Refuses to participate in suspected wrongdoing.

5.2 Definition of Retaliation

Retaliation includes, but is not limited to:

(a) Termination, demotion, or suspension;
(b) Reduction in compensation or benefits;
(c) Negative performance evaluations without basis;
(d) Reassignment to less desirable duties or locations;
(e) Harassment, intimidation, or threats;
(f) Exclusion from meetings or activities;
(g) Any other adverse action.

5.3 Reporting Retaliation

Any individual who believes they have experienced retaliation should report it immediately using the reporting channels in Article III.

5.4 Consequences of Retaliation

Retaliation is a serious violation of this Policy. Individuals who engage in retaliation will be subject to disciplinary action, up to and including termination.

5.5 Legal Protections

Whistleblowers may also be protected by federal and state laws, including:

(a) Sarbanes-Oxley Act (federal crimes);
(b) False Claims Act (fraud against the government);
(c) State whistleblower protection statutes;
(d) Employment discrimination laws.

Individuals may have the right to pursue legal remedies if they experience retaliation.

ARTICLE VI - ROLES AND RESPONSIBILITIES

6.1 Board of Directors

The Board shall:

(a) Approve and periodically review this Policy;
(b) Ensure appropriate procedures are in place;
(c) Oversee investigations involving the Executive Director or Board members;
(d) Review summary reports of whistleblower activity.

6.2 Audit Committee

The Audit Committee shall:

(a) Oversee investigations of financial misconduct;
(b) Receive and review reports of suspected financial wrongdoing;
(c) Report significant matters to the full Board.

6.3 Executive Director

The Executive Director shall:

(a) Ensure this Policy is communicated to all employees and volunteers;
(b) Oversee investigations of employee misconduct;
(c) Report significant matters to the Board;
(d) Ensure appropriate corrective action is taken.

6.4 All Employees and Volunteers

All employees and volunteers shall:

(a) Report suspected wrongdoing in good faith;
(b) Cooperate with investigations;
(c) Maintain confidentiality as appropriate;
(d) Refrain from retaliation.

ARTICLE VII - RECORD KEEPING

7.1 Documentation

The Organization shall maintain documentation of:

(a) All reports received;
(b) Investigation activities and findings;
(c) Corrective actions taken;
(d) Communications with reporters.

7.2 Retention

Records shall be retained for at least [NUMBER] years after the investigation is closed.

7.3 Confidentiality of Records

Investigation records shall be maintained confidentially and shared only on a need-to-know basis or as required by law.

ARTICLE VIII - COMMUNICATION AND TRAINING

8.1 Policy Distribution

This Policy shall be:

(a) Provided to all employees upon hire;
(b) Provided to all Board members upon appointment;
(c) Available to volunteers;
(d) Posted in the employee handbook and on the Organization's intranet;
(e) Reviewed annually with all staff.

8.2 Training

The Organization shall provide training on this Policy, including:

(a) How to recognize potential wrongdoing;
(b) How to report suspected wrongdoing;
(c) Protections against retaliation;
(d) Responsibilities of supervisors and managers.

ARTICLE IX - POLICY REVIEW

9.1 Annual Review

This Policy shall be reviewed annually by the [Board / Audit Committee / Executive Director] and updated as necessary.

9.2 Amendment

This Policy may be amended by the Board of Directors at any time.

ADOPTION

This Whistleblower Policy was adopted by the Board of Directors of [ORGANIZATION NAME] on [DATE].

_________________________________________
[NAME], Board Chair

_________________________________________
[NAME], Secretary

ACKNOWLEDGMENT FORM

I, the undersigned, acknowledge that I have received, read, and understand the Whistleblower Policy of [ORGANIZATION NAME]. I agree to comply with this Policy and to report any suspected wrongdoing through the designated channels.

_________________________________________
Signature

_________________________________________
Printed Name

_________________________________________
Title/Position

_________________________________________
Date

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