A Matter of Trust:Boys & Girls Clubs of AmericaCode of Ethics for EmployeesUpdated September 21, 2016

The purpose of “A Matter of Trust: Our Code of Ethics for Employees” is to help ensurethat all employees of Boys & Girls Clubs of America (BGCA) and its subsidiaries adhere toproper ethical standards, abide by the law, and preserve the mission, purpose, integrity,reputation, and professional and business relationships of BGCA.

Boys & Girls Clubs of America expects all employees to conduct themselves in a mannerthat exemplifies the highest standards of ethics and propriety in any endeavor or activitythat could impact or reflect upon the mission, purpose, integrity, reputation, andprofessional and business relationships of BGCA.

Recognizing that it is not possible to address all ways in which ethical issues may arise,the following principles are intended as a guide in making sound judgments and decisionson behalf of BGCA and its mission, not as a comprehensive list of potential concerns.

Pledge of Personal and Professional Conduct

Integrity -- We are authentic, honest, and transparent; we strive to do the right thingevery day, every time.

Collaboration -- We work efficiently within and across teams; with engaged andempowered people to accomplish our goals; we celebrate successes together.

Accountability -- We do what we say and hold each other to the highest standards; weare impeccable stewards of all our resources.

Respect -- We honor diversity and inclusion, treat others with respect, and expressgratitude; we embrace alternative ways of thinking.

Excellence -- We excel in service delivery, rigorously measure impact, and work tocontinuously improve ourselves and our organization; we are innovative.

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Professional Practices

While the above values outline general principles guiding our ethical conduct, the followingpoints illustrate important applications that are relevant to our every day work. The pointsbelow are not intended to be all-inclusive and the examples given at the end of eachsection are meant to demonstrate some but certainly not all improper conduct.Employees are expected to utilize good judgment in maintaining the higheststandards of ethics.

I. Conflicts of Interest:

I will not place my personal interest in conflict with the mission, purpose, vision, orinterests of BGCA, and will avoid any conduct that may impair my judgment withrespect to BGCA.

I will not take any actions or make any promises related to a third party that conflict withthe mission, purpose, vision, or interests of BGCA.

I will not exploit or personally benefit from any donor or funding relationship, volunteerrelationship, vendor relationship or organizational committee relationship.

I will not use any funding or promise of funding received by any source to improperlyinfluence or coerce any constituencies of BGCA or any third party.

I will not use my position with BGCA to obtain special advantage or gain to myself, anyperson related to me or any other related party.

I will not enter into business transactions on behalf of BGCA that are not in the bestinterests of BGCA and its mission, and that, in any way, conflict with, compromise, ordetract from BGCA’s mission, purpose, or interests.

I will not, directly or indirectly, benefit improperly from my position or from any sale,purchase, contract or other activity of the organization or cause a benefit to any personrelated to me or any other related party.

I will not make any payment or provide anything of value to any public official inexchange for or because of any official act performed or to be performed (that is,provide any bribe or unlawful gratuity to anyone).

I will not ask for, accept from or give to any past, current or potential supplier, advisor,vendors, speaker, customer, competitor, or donor any payment, service, gift, or favorother than gifts of a value less than $100 or that amount allowed by law unlessexplicitly approved by the President. All gifts; offered, accepted or given; must bereported to the Ethics Officers via electronic mail. Failure to do so could result indisciplinary action.

I will not unduly influence any personnel decisions of Member Organizations, StateAlliances or any other interested third parties in the performance of my regular dutiesfor BGCA.

I will avoid any outside business relationships with donors, vendor other businesses orcompetitors if that relationship creates a conflict of interest by influencing decisionsmade by me in the performance of my regular duties for BGCA or benefiting any personrelated to me or raises a reasonable inference or appearance of influencing decisions

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made by me. I will disclose any and all such relationships prior to entering into thatoutside relationship.

I will ensure that travel, entertainment and related expenses are incurred on a basisconsistent with the mission of BGCA and not for personal gain or interests or benefitany other related party.

I will reveal to the Ethics Officers, described below, any perceived, potential or actualconflicts of interest.

Examples of improper conduct: 1) Contracting with a vendor in which you have afinancial stake; 2) Accepting a paid vacation from a vendor or donor; 3) Contractingwith a vendor that is owned by one of your relatives; or 4) Influencing a Club to hire afriend or a relative.

II. Assets, Financial Reporting and Transactions:

I will do my part to ensure that BGCA complies with prescribed accounting polices andprocedures at all times.

I will do my part to ensure that organizational assets and transactions are handled withthe strictest integrity, and that each transaction is executed in accordance withapplicable procedures, authorization and documentation.

I will not make false or misleading entries in any books, records or reports, invoices,timesheets, expense reports or aid others in doing so.

I will not use, directly or indirectly, the organizational name or logo, organizationalfunds, property, computer connectivity, equipment, assets, copyrighted material orother organizational resources for any unlawful, unethical, or inappropriate purpose.

Examples of improper conduct: 1) Forging a signature on a check request; 2) Calling apersonal day a sick day; or 3) Excessive personal Internet use during working hours.

III. Fundraising:

I will be truthful in communicating with others, including donors and other contributorsand will seek to provide factually correct, current and accurate information.

If I determine that I have provided others with factually inaccurate information of asignificant, relevant, and material nature, I will promptly provide the factually accurateinformation to the interested person.

I will enthusiastically promote genuine voluntary giving and prevent or inhibit anysolicitations made under duress or coercion.

I will be accurate and truthful in our fundraising activities. I will respect the informed choices of our donors by fairly and truthfully reporting our

fundraising costs and overhead. I will be clear about how donated resources will be utilized. I will honor our promises by using donated resources in the manner in which they were

intended or transparently informing donors of any important alterations in the planneduse of the funds.

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Examples of improper conduct: 1) Exaggerating a contribution by one donor toinfluence another donor; 2) Using donated funds to pay for expenses not related to thegrant without donor’s permission; or 3) Misrepresenting overhead costs to a donor.

IV. Professional Conduct:

I will not exceed my limits of authority. I will treat fellow employees, volunteers, donors, vendors, the public we serve, and

other stakeholders with fairness, honesty and respect. This includes refraining fromgender, racial or other bias, or sexual or other harassment.

I will conduct myself in a professional manner at any BGCA related function in which Imight be considered a representative of BGCA.

I will always uphold the law while working at BGCA. This includes, for example,obeying all state and local laws governing nonprofits. I understand that drug use,fraud, theft, embezzlement, price-fixing, bid-rigging, or any other illicit activities aregrounds for immediate termination and possible prosecution by public authorities.

I will focus on BGCA duties and responsibilities during working hours, keeping personaltime to a minimum and will not engage in business unrelated to BGCA.

I will not abuse my computer usage, including but not limited to improper internetactivities; i.e. pornography, online dating or excessive non work relatedcommunications or browsing.

I will advocate within BGCA, adherence to all applicable laws and regulations. I will bring credit to BGCA by my public and online demeanor. I will inspire others through my own sense of dedication and high purpose. I will avoid even the appearance of any criminal offense or professional misconduct. I will encourage colleagues to embrace and practice these ethical principles and

standards of professional practice. I will be alert for and report any conduct described above or any other conduct

unbecoming to BGCA by other employees.

Examples of improper conduct: 1) Witnessing sexual harassment but not reporting it;2) Becoming intoxicated at a conference; 3) Disparaging or embarrassing theorganization in anyway; or 4) Signing a contract for which you are not authorized.

V. Confidential and Proprietary Information:

I will not release business information that has not been made public to privateindividuals, organizations, or government bodies unless demanded by legal process.

I will not request confidential or proprietary information from another organization foruse in my work with Boys & Girls Clubs of America.

I will not use confidential information obtained in the course of my employment oraffiliation with BGCA for the purpose of advancing any private interest or otherwise forpersonal gain.

I will refer all references or requests for information about present or former employeesof the organization to the Human Resources department for handling.

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I will refer requests for confidential or sensitive information to the Ethics Officers. I will refer requests for information from the media to the Vice President of Marketing &

Communications. I will comply with the organization’s document retention policy. I will not unlawfully or improperly copy or release any material that has copyright or

trademark protection.

Examples of improper conduct: 1) Forwarding a confidential internal email to a thirdparty related to BGCA business; or 2) Making an unauthorized statement to the pressrelated to the organization.

VI. Political Activities:

I will not use any organizational financial resources to improperly influence any politicalfigure or candidate.

I will not make - or create the appearance of making - any contributions to anycandidate for public office or political committee on behalf of BGCA. I will not use – orcreate the appearance of using - any organizational financial resources to endorse oroppose a candidate for public office.

I will clearly communicate that I am not acting on behalf of the organization, if identifiedas an official of BGCA, while engaging in political activities in an individual capacity.

I will engage in personal political activities on my own time and at my own expense.

Examples of improper conduct: 1) Hosting a BGCA event at which a political candidateis endorsed; 2) Conducting a BGCA fundraising event for a politician; or 3) Wearing aBGCA shirt to a political fundraising event.

VII. Government Relations:

I will be truthful in communicating with others, including public officials and with otherinterested persons and will seek to provide factually correct, current and accurateinformation.

If I determine that I have provided others with factually inaccurate information of asignificant, relevant, and material nature, I shall promptly provide the factually accurateinformation to the interested person.

If applicable to my job, I will be familiar with laws, regulations and rules applicable tothe government relations profession and its relationship to lobbying and will not engagein any violation of such laws, regulations and rules. I will keep abreast of any change inthe law and recognize the impact of such laws or litigation involving important publicpolicy.

I will be familiar with and strictly adhere to all laws, regulations and rules governing thereceipt of gratuities, bribes, fees or any other benefit by me or any person related tome.

I will not make any payment or provide anything of value to any public official inexchange for or because of any official act performed or to be performed (that is,provide any bribe or unlawful gratuity to anyone).

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I will not ask for, accept from or give to any public official any payment, service, gift, orfavor other than that amount allowed by law.

I will not cause a public official or other interested person to violate any law, regulationor rule applicable to such public official or interested person.

I will value the privacy, freedom of choice and interests of all those affected by myactions.

If applicable to my job, I will monitor the activity of lobbyists representing BGCA toensure compliance with the Code of Ethics.

Examples of improper conduct: 1) Recommending or advancing funding as a result ofa personal relationship; 2) Hiring a lobbyist who does not subscribe to the BGCA Codeof Ethics for Lobbyists.

Reporting and Investigation

Condition of Employment: Upon receipt of the Code of Ethics, each employee will agree in writing to comply with

the Code of Ethics (certificate on page 8). Compliance with the Code of Ethics is a condition of employment for all employees.

Whistleblower Compliance This Code of Ethics will adhere to Whistleblowing policy requirements. It is intended to

encourage and enable employees and others to raise serious concerns internally so that Boys & Girls Clubs of America can address and correct inappropriate conduct and actions. It is the responsibility of employees to report concerns about violations of this Code of Ethics or suspected violations of law or regulations that govern BGCA operations. Such reports can be anonymous but if not, the identity of the reporting employee will be kept confidential unless it must be revealed in order to fully enforce this Code of Ethics or comply with legal obligations.

It is contrary to the Whistleblowing policy and the values of Boys & Girls Clubs of America for anyone to retaliate against any employee who in good faith reports an ethics violation, or a suspected violation of law. No employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence. Any employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Ethics Officers: Senior Vice President, General Counsel: Kristine Morain (404) 487-5970;

kmorain@bgca.org. Senior Vice President, Human Resources: Phyllis Austin (404) 487-5670;

paustin@bgca.org.

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Questions and Reporting: Any questions regarding the Code of Ethics, its’ interpretation or application will be

directed to the General Counsel. All gifts offered, accepted or given will be reported to the Ethics Officers via electronic

mail. If an employee knows of a violation of the Code of Ethics, he/she will immediately

report it to one of the Ethics Officers and should not engage in any fact-finding relatedto the violation.

In the alternative, an employee can utilize the confidential Ethics Hotline to report aviolation of the Code of Ethics via the telephone or the Internet. That number is 1-866-295-3701 and the reporting link is www.ethicspoint.com.

When reviewing the Code of Ethics, ask yourself the following questions: 1) Have Iever conducted myself in that manner? 2) Have I ever witnessed others conductingthemselves in that manner? 3) Is there anything else that I am doing or havewitnessed that makes me uncomfortable from an ethical standpoint?

If an employee is concerned that he/she may not be in compliance with the Code ofEthics, he/she will complete the appropriate Disclosure Statement and the EthicsOfficers will provide a written response.

Any supervisor or department head receiving such a report must immediately adviseone of the organization’s Ethics Officers.

BGCA’s Ethics Officers will promptly investigate all alleged Code of Ethics violations ofBGCA employees and will take whatever corrective action is required. Employees areexpected to cooperate in the investigation.

Disciplinary Action for Violations:Disciplinary action may be taken for the following violations, and may include dismissal, when appropriate.

Authorizing or directly participating in actions that violate the Code of Ethics. Not reporting offered, accepted or given gifts. Concealing a violation of the Code of Ethics. Failing to report an employees’ violation of the Code of Ethics. Refusing to cooperate in the investigation of a violation of the Code of Ethics; Retaliating, directly or indirectly, against an individual for reporting a violation of the

Code of Ethics. Other violations of law not outlined in this Code of Ethics but that may impact an

employee’s job performance.

Alliance Board members

If you are a member of an Alliance board, please note that the above Code of Ethicsrequirements apply to your work on the Alliance board. Any questions or reporting cango to the above listed Ethics officers or the Board Chair of the Alliance.

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A Matter of Trust:

The BGCA Code of Ethics

Certificate

I acknowledge that I have received and read my personal copy of Boys & Girls Clubs ofAmerica’s Code of Ethics for Employees. I understand that I am responsible for adhering to theprinciples of the Code of Ethics, and I confirm that I will conduct myself in accordance with theprinciples of the Code of Ethics. The certificate process is mandatory for all BGCA employees.

I am in compliance with policy currently and have been in compliance during the term of myemployment unless otherwise disclosed.

Printed Name

Signature

Date

Please sign and date this certificate and return it to:

Senior Vice President, Human Resources: Phyllis Austin (404) 487-5670

Thank you!

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A Matter of Trust:

The B&GCA Code of Ethics

Disclosure Statement

I acknowledge that I have received and read my personal copy of Boys & Girls Clubs of America’sCode of Ethics. I understand that each B&GCA employee is responsible for adhering to the principlesof the Code of Ethics, and I confirm that I will conduct myself in accordance with the principles of theCode of Ethics.

I may not be in compliance with such policy, due to:

Print Name

Signature Date

Please sign and date this certificate and return it to:

Senior Vice President, Human Resources: Phyllis Austin, (404) 487-5670

Thank You!

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