The Wildlife Society (TWS) maintains policies and procedures (hereafter referred to as our Code) that represent both the code of ethics and the code of business conduct for directors, officers, volunteers and employees.
TWS requires the highest standards of ethical conduct from each volunteer and staff member as they perform their duties and engage in fulfilling the mission of the Society. The organization requires that every volunteer and staff member exhibit the highest standards of professionalism, honesty, and integrity, and that the activities and services provided by TWS are accomplished in a fair and equitable manner. It is the purpose of this Code to detail the ethical standards under which we agree to operate.
Policy Prohibiting Discrimination, Harassment, and Bullying
The policy of TWS is that discrimination, harassment, sexual harassment, and bullying will not be tolerated in any form by any director, officer, volunteer, or employee.
Definitions (from AGU Summary on Harassment)
Discrimination means unequal or unfair treatment in professional opportunities, education, benefits, evaluation, and employment (such as hiring, termination, promotion, compensation) as well as retaliation and various types of harassment. Discriminatory practices can be explicit or implicit, intentional, or unconscious.
Harassment is a type of discrimination that consists of a single intense and severe act, or of multiple persistent or pervasive acts, which are unwanted, unwelcome, demeaning, abusive, or offensive. Offensive conduct constitutes harassment when 1) it becomes a condition of an opportunity, education, benefit, evaluation, or employment or 2) the conduct is severe or pervasive enough to creates a work or educational environment that most people would consider intimidating, hostile, or abusive. These acts may include epithets, slurs, or negative stereotyping based on gender, race, sexual identity, or other categories, as protected by U.S. federal law. Also included are threatening, intimidating, or hostile acts; denigrating jokes and displays; or circulation of written or graphic material that denigrates or shows hostility or aversion toward an individual or a group.
Sexual harassment includes any unwanted and/or unwelcome sexual advances, requests for sexual favors, and other verbal or physical harassment of a sexual nature.
Bullying is the use of force, threat, or coercion to abuse, intimidate, or aggressively dominate others in the professional environment that involves a real or perceived power imbalance. These actions can include abusive criticism, humiliation, the spreading of rumors, physical and verbal attacks, isolation, undermining, and professional exclusion of individuals through any means.
The TWS Executive Committee will review any issues under the Code involving the Executive Director/CEO, appointed or elected officer, elected representative or volunteer and will report its findings to the Council. The Executive Director will review any issues under the Code involving a staff member and will report the findings to the TWS Council. The Council does not envision that any waivers of the Code will be granted, but should a waiver occur it will also be promptly disclosed to the Council.
The Code consists of the Ethics Policy, the Conflicts of Interest Policy, the Corporate Assets Policy, the Whistleblower Policy, and the section below titled “Procedures and Open Door Communication.”
Ethics Policy
The policy of TWS is to comply fully with all governmental laws, rules, and regulations applicable to its business. However, the Society’s Ethics Policy does not stop there. Even where the law is permissive, the Society chooses the course of highest integrity.
The Society cares how results are obtained, not just that they are obtained. Directors, officers, and employees should deal fairly with each other and with the Society’s members, suppliers, customers, competitors, and other third parties.
The Society expects compliance with its standard of integrity throughout the organization and will not tolerate employees who achieve results at the cost of violation of law or who deal unscrupulously. The Society’s directors and officers support, and expect the organization’s employees to support, any employee who passes up an opportunity or advantage that would sacrifice ethical standards.
It is the Society’s policy that all transactions will be accurately reflected in its books and records. This, of course, means that falsification of books and records and the creation or maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately in the organization’s books and records, and to be honest and forthcoming with the Society’s independent auditors.
The Society expects candor from employees at all levels and adherence to its policies and internal controls. One harm which results when employees conceal information from higher management or the auditors is that other employees think they are being given a signal that the organization’s policies and internal controls can be ignored when they are inconvenient. That can result in corruption and demoralization of an organization. The organization’s system of management will not work without honesty, including honest bookkeeping, budget proposals, and economic evaluation of projects.
It is the Society’s policy to make full, fair, accurate, timely, and understandable disclosure in reports and documents that the organization files. All employees are responsible for reporting material information to the Executive Director/CEO, who is responsible for making disclosure decisions.
Conflicts of Interest Policy
It is the policy of TWS that directors, officers, representatives and employees are expected to avoid any actual or apparent conflict between their own personal interests and the interests of the Society. A conflict of interest can arise when a director, officer, or employee participates in decisions, takes actions, or has personal interests that may interfere with his or her objective and quality of work for the organization. For example, directors, officers, and employees are expected to avoid actual or apparent conflict in dealings with members, suppliers, customers, competitors, government agencies, and other third parties. This policy is implemented through the TWS Conflict of Interest Policy and Procedures document.
Corporate Assets Policy
It is the policy of TWS that directors, officers, volunteers and employees are expected to protect the assets of the Society and use them efficiently to advance the interests of the organization. Those assets include tangible assets and intangible assets, such as confidential information of the Society. No director, officer, volunteer or employee should use or disclose at any time during or subsequent to employment or other service to the Society, without proper authority or mandate, confidential information obtained from any source in the course of the Society’s business. Examples of confidential information include nonpublic information about the Society’s sources of revenue, financial forecasts, business strategies, and privileged personnel information.
Whistleblower Policy
TWS understands the importance of providing numerous checks and balances to prevent the abuse of power and position at not-for-profit organizations. TWS takes great care in hiring new employees and sincerely hopes that such occurrences will be nonexistent or rare. However, in an effort to strengthen TWS’ internal protections, the Society has established the following policy regarding the reporting of illegal or unethical behavior in the workplace:
TWS employees witnessing illegal or unethical activities at work are strongly encouraged to report such activities to the Executive Director (ED)/CEO. However, in those cases where the employee feels uneasy about approaching the ED/CEO, or if the ED/CEO may be the person implicated in the illegal or unethical activities, then the employee should contact the TWS Past President, who shall, if necessary, report such allegations to the Executive Committee. All communications between employees and the Past President will be held in strict confidence.
Employees are assured that reporting illegal or unethical activities will not compromise their job in any way. However, employees are also cautioned to be honest and forthcoming about their allegations and to provide as much proof and detail in their reports as possible. All individuals are considered innocent until proven guilty and the burden of proof is high.
Examples of illegal or unethical behavior include, but are not limited to: embezzlement or misuse of funds or TWS equipment, withholding information from auditors, providing false information to government regulators, stealing from co-workers, age, gender or racial discrimination, illegal drug use, physical assault and sexual harassment.
Procedures and Open Door Communication
TWS encourages employees to ask questions, voice concerns, and make appropriate suggestions regarding the business practices of the organization. Employees are expected to report promptly to management any suspected violations of law, the Society’s policies, and the Society’s internal controls, so that appropriate corrective action may be taken. The Society promptly investigates reports of suspected violations of law, policies, and internal control procedures.
Normally, an employee should discuss such matters with the employee’s immediate supervisor. Each supervisor is expected to be available to subordinates for that purpose. If an employee is dissatisfied following review with his/her immediate supervisor, that employee is encouraged to request further reviews, in the presence of the supervisor or otherwise. Reviews should continue to the level of management appropriate to resolve the issue.
Suspected violations of law or the Society’s policies involving the Executive Director/CEO, an officer, representative, or volunteer, as well as any concern regarding questionable accounting or auditing matters, should be referred directly to the Council through the Past President (Corporate Treasurer), President, or other elected officer, who will initially review the issue and will then refer the matter to the Council. All complaints concerning accounting, internal accounting controls, or auditing matters will be referred to the Finance Subcommittee of the Council.
Waivers
It is recognized that there may be questions about the application of these policies to specific activities and situations. In cases of doubt, directors, officers, and employees are expected to seek clarification and guidance. In those instances where the organization, after review, approves an activity or situation, the Society is not granting an exception or waiver but is determining that there is no policy violation. If the organization determines that there is or would be a policy violation, appropriate action is taken.
Bylaws
TWS is governed by a set of bylaws, like most nonprofit organizations, which define the organizations’ mission, goals and objectives, code of ethics and general operating procedures. Bylaws can only be changed by majority vote of the membership.
Code of Ethics
TWS has developed a Code of Ethics for all TWS members and a standardized and fair way of assessing the validity of complaints when they arise. Every community needs guidelines dictating what is acceptable behavior and what is not, especially professional communities. The credibility of an expert community can rise or fall depending on how well it addresses such issues.
Council
TWS Council is the governing board of the Society and represents the membership in Society affairs. Council is composed of the four elected Society officers (President, President-Elect, Vice President, and Past President) and a representative elected from each of the Society’s eight geographical sections.
The President presides over the Council and the Executive Director/CEO serves as an advisor to and ex officio (non-voting) member of the Council. The Executive Committee, comprised of the four elected Society officers, is available to take necessary emergency actions between meetings of the Council.
The Council establishes TWS policies, programs and directions and also provides oversight when various committees, editors, sections, chapters, working groups, and staff implemented policies and programs. It is important to note that the Council as a whole holds Council’s authority and, that once established, no single member has the ability to alter or change the organization’s work plans, policies, priorities or directions. Long-term consistency of programmatic directions and priorities is important, as it allows an organization to make steady progress toward its goals.
In highly effective organizations, governing boards keep their decision-making at an appropriate (big-picture) level and do not involve themselves in day-to-day operational details. That is, they do not micromanage.
Staff
TWS staff implements and manages the Society’s various programs and activities and provides membership services. The Council employs the Executive Director/CEO, who in turn hires and supervises TWS Headquarters staff and oversees the TWS budget on a day-to-day basis.
Usually four senior staff members participate in Council meetings: The Executive Director/CEO, the Director of Government Affairs and Partnerships, the Director of Membership Marketing and Conferences, and the Director of Publishing and Communications. During the meeting, each director reports on the status of their programs and budget. The Finance/Office Manager also attends to discuss issues related to the overall operating budget and investments. In addition, the Operations Manager attends and is responsible for formally recording the results of the meetings and the decisions made by Council.
Senior staff works cooperatively with Council to plan, review, evaluate and implement Society programs, activities, and publications. Staff has weekly meetings to facilitate communication and keep everyone up to date on current priorities and tasks. TWS has a performance-based system of employee evaluation. Annual work plans (based on the TWS Strategic Plan) are formulated in negotiation between the employee and supervisor. These plans, which lay out specific routine tasks and special projects for the year, provide the basis for an annual performance evaluation. Annual merit raises and bonuses, if feasible given budget considerations, are based on performance.
Most TWS staff work at TWS Headquarters in Bethesda, Md. TWS has a Personnel Manual that explains its policies and procedures regarding employment at TWS.
Council and Staff Roles and Responsibilities
The role of the TWS Council is to establish broad policies and directions that will guide our Society and move it toward implementation of its mission and goals. The role of staff is the day-to-day management involved in implementing Council-approved policies and directions.
Policy decisions and decisions regarding programmatic direction affect the organization as a whole, whereas management decisions affect individual programs, services, and people. The Council’s role is to establish the framework within which the Executive Director/CEO can lead and manage programs, services, and people.
Although senior staff may bring concepts and plans to Council for their consideration, it is the elected Council that appropriately identifies the scope of TWS’s activities, defines the critical issues to be addressed, establishes policy positions, determines priorities, sets targets, and evaluates programs. Staff determines how to best complete the tasks given to them.
This dichotomy produces two lines of authority and responsibility – one running from Council to the President and down through committees and boards (the membership involvement level) and the other running from the Council to the Executive Director/CEO and down through the members of the staff (the functional operations or internal administration level) – that are necessary for the Society to operate smoothly and efficiently. However, because we have a relatively small staff, we rely on close cooperation and frequent communication among members of the Council, committees, editors, and staff to help develop and implement TWS’s many programs and services. The partnership between Council members and staff is especially important in membership and fund-raising efforts, but it extends to many other areas as well.
As the governing body, the Council also bears the ultimate legal and fiduciary responsibility for all of the Society’s actions. Members of the Council represent TWS and its members and not their own employing agency, university, or company. In this capacity, they are expected to act professionally, reasonably, prudently, and in the best interests of the Society as a whole; to avoid negligence and fraud; and to avoid any real or perceived conflicts of interest.
Code of Governance and Ethical Management
TWS’ Code of Governance and Ethical Management was approved by Council in 2006 in order to bring the organization into full compliance with the Sarbanes-Oxley Act and to establish an ethical foundation for the organization’s administration and governance now and into the future. The Code consists of the Ethics Policy, Conflicts of Interest Policy, Corporate Assets Policy and the Whistleblower Policy.
The Ethics Policy ensures that TWS conforms to all applicable governmental laws, rules and regulations.
TWS’ Conflict of Interest Policy was established to prevent the personal interests of The Wildlife Society’s (TWS’s) officers, Council members, or staff from interfering with the performance of their duties to TWS, or resulting in personal financial, professional, or political gain on the part of such persons at the expense of TWS or its members, supporters, and other stakeholders.
The Corporate Assets Policy was established to help ensure that TWS’ assets are managed appropriately and used efficiently to advance the mission of the organization.
Council Procedures
Strategic Plan
Council established a process in the late 1980s that produced and now maintains a Strategic Plan to help focus Society programs and activities and ensure that they remain consistent with and relevant to changing conditions. The Strategic Plan’s goals and objectives are established by the Council and are monitored, evaluated, and modified at two- or three-year intervals. The Goals and Objectives of the Strategic Plan also are used as the general framework for Council meeting agendas to help focus and guide Council discussions.
A new Strategic Plan for the period 2007-2012 was recently drafted in consultation with the TWS membership. This plan contained dozens of new objectives, but was deemed to be too broad and unfocused and perhaps too ambitious for existing resources (human and financial). The preliminary plan also did not lay out the specific steps necessary to attain various goals, nor did it assess possible costs.
As a result, this preliminary plan was refined in 2008 and focused as part of a more practical approach to strategic planning. In particular, it is important that TWS focuses its attention on those actions that are already underway in order to best meet the needs of its members and fulfill the organization’s core mission and goals. The Strategic Plan will be used to develop and guide staff work plans, annual evaluations and merit raises.
It is also important that all costs be identified and priorities set, both short-term and long-term. Annual budget projections and departmental budget development and monitoring provide financial guidance for TWS during a given year. Cost centers (e.g., the Annual Conference) are placed within the appropriate departmental budgets (i.e., Membership Marketing and Conferences). Annual budget projections are based on projected revenue for a given year.
Such conservative revenue projections are used to determine what can be afforded in a given year and what can not. Departmental budgets begin with a flat budget assumption and then departmental directors determine what budget additions are important in the coming year based on the Strategic Plan and identified needs.
Senior staff meets and each director defends his/her proposed budget additions. Through consensus building, new items are ranked by senior staff in order of importance to the overall mission and goals of the Society. Based on budget projections, the Finance Manager informs departmental directors which of the new initiatives can be included in the proposed budget and which can not.
Following approval of the proposed budget by Council at their fall annual meeting, approved budget additions are incorporated into departmental work plans for implementation. Departmental directors are provided with monthly reports detailing budgeted amounts in each budget category versus what has been spent.
Senior staff meets monthly to review these statements and quarterly to review cash flow and the cumulative status of the operating budget. Adjustments can be made at those times to ensure that the budget stays on track. Long-term needs of the Society are also considered and prioritized and cost estimates projected. Implementation occurs when funds are available.
Meetings
Council meets at least three times annually. Following installation of new Council members at the Members’ Meeting at the TWS Annual Conference, a short three-hour Council meeting is held to help orient new members, finalize Council business held over from the preceding two-day Council meeting, and begin to make plans for Council’s midyear meeting.
The two-day midyear meeting typically occurs in March, often in conjunction with the North American Wildlife and Natural Resources Conference organized by the Wildlife Management Institute.
The two-day annual Council meeting usually occurs in October, at the beginning of the Society’s Annual Conference. In addition, the President may call supplementary planning meetings, as necessary.
Much Council business occurs at these midyear and annual meetings. An agenda and back-up material are provided for each Council member in advance of every meeting to aid in preparation. Council is expected to review this material carefully prior to each meeting and is also encouraged to place items on the agenda when appropriate and necessary.
The TWS President, using The Standard Code of Parliamentary Procedure, runs meetings. Although differences of opinion often emerge, Council members conduct themselves professionally and ultimately come to a decision, either through consensus or a majority vote.
Detailed notes are taken of these discussions and of the various decisions that are made. These decisions are summarized for the membership, published in The Wildlifer and also kept on file for future reference. A matrix of the actions resulting from each meeting and who is responsible for their implementation is also developed to guide future activities.
Reporting of Council’s decisions to the membership is important to ensure transparency in organizational decision-making. TWS is planning to continually improve communication through our website and publications.
Summaries of midyear and Annual TWS Council meetings and decisions are provided in the Council Meeting Minutes.
Interim Actions
Since Council typically only meets twice per year for decision-making, much of its work must be accomplished outside of formal sessions generally over e-mail. Issues are usually taken to Council’s Executive Committee initially for their review and then, if appropriate, to full Council for consideration and possible action.
During its 2006 midyear meeting, Council voted to suspend formal parliamentary procedure when making decisions via e-mail. In such circumstances, the President brings motions forward for Council’s consideration. In addition, there is a period of time allowed for discussion before the formal vote.
Council members vote “yea” or “nay” and the decision is made once a sufficient number of votes (a simple majority) have been received. The results are communicated via e-mail and then summarized and reported at Council’s midyear and annual meetings. We hope to be able to further increase the efficiency of this process in the future by using new and improved electronic communication tools.
Although the Executive Committee is empowered to act on Council’s behalf between meetings, an attempt is made to involve the entire Council in decisions whenever possible.
A prompt response to each request for interim action is essential in carrying out the business of the Council. At the next Council meeting, these interim actions are listed and made part of the official records of the Society.
In addition to interim action requests, memoranda and other correspondence are sent to Council to help keep them current on Society affairs.
Council Subcommittees
As a way of distributing Council’s workload, Council members and executive staff serve on approximately 15-20 subcommittees of Council to gather information, weigh alternative actions, and provide recommendations on issues identified during Council deliberations.
Members of Council, are expected to serve on six to eight of these subcommittees, and as tenure on Council increases, they are expected to chair some of these Council subcommittees. Subcommittee appointments are made or re-assessed by the President at the end of each Council meeting.
Council subcommittees are active between Council meetings and are key to the Society’s ability to move forward in an efficient manner and make the Council meetings run more smoothly.
Monthly Executive Reports
Executive reports are produced monthly by the Executive Director/CEO and senior staff with the intention of keeping TWS Council and members informed of activities at TWS headquarters. The reports were initially sent to TWS Council members only, but have been made available to the entire membership starting January 2008. Section officers are asked to share pertinent information with the chapters in their region.