The California Lawyers Association (the “Association”) is committed to complying with all laws in its operations and practices, including the U.S. and California constitutions the rules and regulations of the Securities and Exchange Commission, and provisions of law relating to fraud, discriminatory conduct, regulatory violations, illegal activity, submission of false or fraudulent claims for payment or other fraudulent records, unsafe working conditions, and industrial injuries. The Association’s goal is to monitor the workplace and all of its activities in order to prevent violations of law from occurring and to correct any violations that have already occurred. The Association believes that its volunteers, as well as its employees, are the best source of information and has established this policy to encourage volunteers to feel comfortable making good faith disclosures of alleged wrongful conduct without fear of retaliation.
Volunteer Reports Generally
In order to allow the Association the opportunity to investigate alleged wrongful conduct and to take necessary internal corrective action, volunteers should immediately file a written report detailing all good faith reasonable suspicions that a violation of law has or will occur to the Executive Director, the President, or the Chair of the Board of Representatives of the Association. If, for any reason, the volunteer finds it difficult to report his or her concern to any of those individuals, then the volunteer may report it directly to any member of the Audit Committee of the Board of Representatives of the Association (the “Audit Committee”). If a report relates to accounting, accounting controls, or audits, the employee may use the special procedures set out below for anonymous confidential submissions of such reports. The report should provide the date, time and place of the alleged wrongful conduct, the names of any other individuals who may be helpful if an investigation is necessary, and any other information that the volunteer believes will be of use to the Association. If the volunteer is unwilling or unable to put the disclosure in writing, the individual(s) to whom the volunteer reports the alleged wrongful conduct will prepare a written report and provide a copy to the volunteer within two business days. If extraordinary circumstances preclude two business-day turn-around, then the volunteer shall prepare a written disclosure as soon as reasonably possible. The volunteer will then have the opportunity to make any corrections or additions to the written report and, absent extraordinary circumstance, shall do so within two business days. The Association will keep the volunteer’s name confidential to the extent possible.
The individual(s) receiving a volunteer’s report must report all complaints of suspected violations of law to a member of the Audit Committee within three business days of receipt. As soon as reasonably practicable, but in no event later than the next scheduled Board meeting, the Board of Representatives will determine, in its sole discretion, whether an investigation is warranted. If, given the nature of the reported conduct, waiting for the next scheduled Board meeting would subject the Association to unreasonable risk, then a special meeting of the Board may be called pursuant to the process set forth in the Association’s Bylaws. If necessary, the Board shall undertake a thorough and objective investigation of the suspected violation of law (or cause such an investigation to be undertaken) and take (or cause to be taken) necessary corrective action. The Association will commence the investigation within three business days of determining that an investigation is necessary and conduct the investigation as quickly as is reasonable under the circumstances. The Association will conduct the investigation in connection with the appropriate law enforcement agency if appropriate. At the conclusion of the investigation, the Association will notify the discloser and other affected individuals in writing of the determination within a week unless a longer period is required due to extraordinary circumstances. Any CLA employee or volunteer found to have engaged in wrongful activity will be subject to discipline, including termination or removal from their position.
The Association will not discriminate or retaliate against any volunteer who reports, testifies, participates in or otherwise assists in any investigation or proceeding relating to an alleged violation of law by the Association or by an employee of the Association. A volunteer who feels that he or she has been the subject of reprisals or retaliation because of his or her providing of information should immediately notify the President of the CLA, the Chair of the Board of Representatives or any member of the Audit Committee.
Reports Regarding Accounting or Audit Matters
A volunteer who wishes to report alleged wrongful conduct concerning the Association’s accounting, internal accounting controls, or auditing matters may report it to the President of the CLA, the Chair of the Board of Representatives or the Audit Committee following the above procedures. In addition, if the volunteer wishes to remain anonymous, then he or she may place a report in an envelope marked “Confidential. Audit Committee Eyes Only” and have it delivered or mailed to the President of the Association. The President will cause the envelope to be delivered, unopened, to the Audit Committee. The volunteer should retain any record the volunteer receives confirming the Association’s receipt of such envelope. The Association will keep the name of any volunteer reporting on accounting or audit matters confidential to the extent possible.
Other Association Actions
This policy may not be used as a defense by a volunteer against whom an adverse action has been taken for legitimate reasons under Association rules and policies. It will not be a violation of this policy to take adverse action against a volunteer whose conduct or performance warrants that action separate and apart from that volunteer making a disclosure.