Whistleblower policy and procedures
123 Up and Adam Inc. has a policy that illegal or unethical activity, including but not limited to corruption, fraud, criminal activity, abuse and conflict of interest by any Officers or staff of 123 Up and Adam Inc. or any person having business dealings with us, will not be condoned or permitted. This Whistleblower Policy and Procedure is intended to encourage and enable any Board member, staff, officer or employees to raise concerns in good faith and without fear of retaliation or adverse action.
Reporting Illegal or unethical activity
Anyone discovering or otherwise obtaining information concerning acts of wrongdoing, misconduct, or other inappropriate behavior by any one of the Board of Directors, or Person that works for 123 Up and Adam Inc. (This includes Volunteers) with respect to investments, travel, or the acquisition of real property, the disposition of real and personal property, and the procurement of goods and services shall promptly report such activity, orally or in writing, to one or any of the following:
- The Board of Directors
- Appropriate Committee
- Designated officer
Such activity shall specifically include, without limitation, wrongdoing, misconduct, conflict of interest, reporting of false or misleading information, or abuse of authority, or other inappropriate behavior with respect to accounting, internal accounting controls or accounting audit matters.
123 Up and Adam, Inc. President and board of directors will be notified of any report of illegal or unethical activity whether written or oral, unless an Officer is designated by the board to receive such notification or that a committee created at any future time would be designated.
Anyone can report and may do so orally or in writing, and in confidentially or anonymously. While 123 Up And Adam, Inc. cannot ensure the confidentiality of such reporting, it will attempt to maintain confidentiality and anonymity as much as reasonably possible.
Should anyone within 123 Up And Adam, Inc. believe in good faith that disclosing information about the organization, would likely subject him or her to adverse personnel action or be wholly ineffective, they may instead disclose the information to An appropriate law enforcement agency such as:
- The Massachusetts Secretary of State: Toll-free number (1-800-392-6090) should be used in such circumstances.
- The Attorney Generals Non-Profit Organizations/Public Charities Division
- Inspector General’s Office 1-(800)-322-1323
All reporting of alleged illegal or unethical activity or matters involving compliance with laws, regulations, and internal procedures, including without limitation, substantive complaints with respect to accounting, internal accounting controls or accounting audit matters, shall be thoroughly and promptly investigated.
Unless otherwise directed by the Audit Committee(s) based on a finding of special circumstances, all investigations conducted by 123 Up And Adam, Inc. in accordance with these practices and procedures shall be conducted under the direction and supervision of 123 Up And Adam, Inc’s. President and Board of Directors. They may utilize any of the following to assist with investigations, as needed. Representatives of Internal or External auditors and/or outside counsel. Investigations shall be conducted in a timely and reasonable manner, which may include referring information to Federal, State, or Local Authorities, or an appropriate law enforcement agency.
Unless otherwise directed by the organization’s Legal counsel, reported allegations of Unethical activity, which has not been referred directly to the Inspector General’s Office, or other outside governmental authority shall be investigated by the Board of Directors.
The President or whomever the board assigns shall serve as liaison with any outside governmental authority with respect to their investigations, including the handling of communications, information requests, and any draft reports.
The findings of investigations conducted shall, as appropriate, be set forth in a written report which shall include findings of fact, conclusions, and recommendations (the “Report“). 123 Up And Adam, Inc’s, President or other appropriate Director designated by the the organization’s Board of Directors shall, as may be appropriate, provide the Audit Committee(s) with completed Reports prepared under his/her supervision. All investigative reports received by an outside governmental authority shall be referred to the Audit Committee(s). All Reports prepared by outside third parties, including outside counsel, shall be directed to the Audit Committee(s). At least once a year 123 Up And Adam’s President and Board of Directors shall provide a written summary to the Audit Committee setting forth the status of pending matters under investigation pursuant to these practices and procedures, including all claims of whistleblower retaliation, as well as a disposition of matters since the last report.
No retaliation or Interference
123 Up And Adam, Inc’s Policy is that a Director(s), Employee, Officer(s),Volunteer Staff, disclosing information concerning wrongdoing, misconduct, or other inappropriate behavior by a Member/Director or staff, Volunteer with respect to investments, travel, the acquisition of real property and the disposition of real and personal property and the procurement of goods and services that the Director or staff reasonably believes to be true and reasonably believes to be a violation of a law, rule, regulation or policy shall not suffer reprisal, retaliation or punitive action by the organization or their respective Board members, staff or volunteers. It is a violation of this policy to retaliate or take wrongful punitive action against any Director, staff or volunteer for the good faith reporting of such alleged activity (“Protected Whistleblower Reporting“).
Retaliation and wrongful punitive action can also be a violation of a variety of state and federal laws depending on the facts and circumstances. 123 Up And Adam, Inc will not dismiss or take other disciplinary or other adverse personnel action against anyone of our workers because he or she discloses to a governmental body information:
- Regarding a violation of a law, rule or regulation which violation creates and presents a substantial and specific danger to the public health or safety
- which the employee / staff, reasonably believes to be true and reasonably believes constitutes an improper governmental action.
Retaliation and wrongful punitive action both include adverse employment actions, such as termination or demotion, or the creation of a hostile work environment. Any Board member or staff of 123 Up And Adam, Inc who retaliates or takes wrongful punitive action against a Director or Staff or Volunteer or Employee if any for “good faith” disclosure of the above-described information, or who attempt to interfere with any individual by improper means aimed at deterring disclosure of potential wrongdoing, shall be subject to disciplinary action, up to and including termination by the board of Directors of 123 Up And Adam, Inc.
Reporting and Investigation of Whistleblower Retaliation Claims
Staff or others within the organization who believe that they or another has been the subject of illegal retaliation or wrongful punitive action as a result of Protected Whistleblower Reporting should report the same orally or in writing in the manner described above as to initial reports of illegal or unethical conduct, i.e., generally to the President and Board of Directors.
All allegations of retaliation or punitive action will be fully investigated by the Board of Directors in the same manner as set forth above for investigation of claims of illegal or unethical activity.
Any allegation of retaliation or interference will be taken and treated seriously, and irrespective of the outcome of the initial complaint will be treated as a separate matter. Aggrieved Directors, officers, staff, volunteers or employees may also have rights to pursue claims of illegal retaliation action under state and federal laws prohibiting retaliation for the reporting of illegal or unethical activity.
Abuse of Practices and Procedures / Meritless Claims
This policy protects those making “good faith” reports. For the purposes of this policy, reports concerning potential wrongdoing will be considered “good faith” when the individual making the disclosure reasonably believes such information to be true and reasonably believes that it constitutes potential wrongdoing. However, it shall be a violation of this policy for anyone to report or disclose information covered by this procedure that the Director / staff knows or reasonably should know to be untrue, unfounded or misleading or for which there is no basis for the claim reported in law, rule, regulation or policy.
Disciplinary action brought under these practices and procedures shall be subject to all laws and regulations applicable to the Director, officer, Staff, or Volunteer. Against whom, disciplinary action is being taken for alleged violations of these practices and procedures.
Other Legal Rights Not Impaired
123 Up And Adam, Inc’s Whistleblower Policy, and Procedures are not intended to limit, diminish or impair any other rights or remedies that an individual may have under the law with respect to disclosing potential wrongdoing free from retaliation or adverse action:
Specifically, this Whistleblower Policy and Procedures are not intended to limit any rights or remedies that an individual may have under the laws of the State of Massachusetts, including but not limited to the following provisions: M.G.L. Chapter 149 Section 185, any Labor Law, State Finance Law (commonly known as the “False Claims Act”), Massachusetts False Claims Act, M.G.L. c. 12, §§ 5A-5O,or any Executive Law. With respect to any rights or remedies that an individual may have pursuant to M.G.L. Chapter 149 Section 185 or Mass, Labor Law, any employee who wishes to preserve such rights shall, prior to disclosing information to a government body, have made a good faith effort to provide 123 Up And Adam, Inc. the information to be disclosed and shall provide the organization, or designee, a reasonable time to take appropriate action unless there is imminent and serious danger to public health or safety.
Record Retention and Administration
All information obtained and work product prepared pursuant to this practice and procedure, including but not limited to reports, statements, physical evidence, memos and notes shall be maintained by 123 Up And Adam, Inc. in separate and secure files maintained and administered by the organization’s Secretary or until the organization if need be appoints a Senior Vice President.
In the event it becomes necessary for Directors, officers, Staff or employees to recuse themselves from responsibilities assigned to them under these practices and procedures, these practices and procedures shall be administered with such reasonable adjustments as are necessary.
The practices and procedures herein shall apply to all Volunteers, part-time Volunteers, seasonal Volunteers, temporary Volunteers, Directors, officers of 123 Up And Adam, Inc. and the term ”employee” for the purposes of these practices and procedure, shall include all of the foregoing positions.
Audit Committee Responsibilities
In appropriate cases, information regarding whistleblower reports shall be referred immediately to the Secretary, or other Authorized Officer and to the Audit Committee. Such information shall be reviewed by the board of directors and referred to the Audit Committee for review and investigation in the manner provided by this policy.
In the case of allegations received by 123 Up And Adam, Inc. which involve (or might involve) the audit committee, the Board of Directors shall take the lead in the matter. And may appoint an outside Chair or Secretary, which shall report to the Board of Directors regarding the status and disposition of such matters. In the case that the matter involves the Board of Directors than the Audit Committee lead in the matter.
The appropriate committee shall take appropriate action upon each completed written Report forwarded to it pursuant to these practices and procedures.
Appropriate action may include referral to an outside governmental or law enforcement agency; referral to the Directors for recommended action requiring Director approval; or referral to the organization’s President/CEO for recommended disciplinary or administrative action.
Once a year the Audit Committee, in consultation with the Secretary, Vice President, Shall provide a written summary to the organization’s Board of Directors, Directors, for the period setting forth the status of pending matters reported pursuant to these practices and procedures, including all claims of whistleblower retaliation, as well as disposition of matters since the last report. These policies and procedures are officially Adopted by 123 Up And Adam, Inc’s officers named below with signatures and Date:
President: Manuel A. Martinez Date: 04/3/2015