Code of Ethics

Approved by the Board of Trustees: July 18, 2012

Mission

The Securities and Exchange Commission Historical Society (the “Society”), through its virtual museum and archive at www.sechistorical.org, shares, preserves and advances knowledge of the history of financial regulation.  The Society is a 501(c)(3) non-profit organization, independent of the United States Securities and Exchange Commission (the “Commission” or the “SEC”).

Introduction

The following code of ethics states the Society’s policies and procedures for maintaining the integrity of the organization.  The objectives of this document are to provide a clear and concise set of statements on ethical policy and to set the standards of conduct which the Society expects from its Board of Trustees (the “Board”), its officers, volunteers working for the Society, its staff, and others.  This document sets minimum standards of conduct and performance.  At the same time, it also provides a clear statement of what the public may justifiably expect.

Ethical Principles

Maintaining the trust and confidence of all those with whom the Society comes into contact is critical to the Society’s success.  That trust and confidence depends on the Society’s reputation for acting ethically and with integrity.  Therefore, the Society, its Board, officers, volunteers and staff shall strive at all times to avoid acting in such a way as would, accidentally or otherwise, tarnish the Society’s image and reputation.  Specifically, they will:

• Discharge the functions of the Society according to applicable law.
• Act with honesty and integrity.
• Be inclusive, making every attempt for the Board, officers, volunteers, staff and donors to reflect diversity.
• Give due recognition to those who have contributed to Society undertakings.
• Be impartial, ensuring that they declare and make known personal interests and do not give or receive any inducement which does, or could be seen to, conflict with the interests of the Society.
• Hold the collections, assets and information of the Society in public trust, using them efficiently and effectively and in a manner consistent with the furtherance of the interests of the Society.
• Be objective in presenting the collections and the programs.

Board of Trustees

The primary responsibility for governance, institutional policies, financial stability, and legal accountability of the Society rests with the Board.  The officers and staff are responsible for executing the policies within the parameters set by the Board.

Each member of the Board:

• Must be committed to the Society, and must devote time and attention to the affairs of the institution, to ensure that the Society and the Board act in accordance with the Articles of Incorporation, the Amended Bylaws of the Society, and any other governing documents of the Society and with applicable law.
• Must maintain in confidence information gathered during the course of his/her Society activities when that information concerns the administration or activities of the Society and is not generally available to the public.
• Must endeavor to conduct all of his/her activities, including those relating to persons closely associated with him/her and to businesses or other organizations, in such a way that no conflict will arise between such activities and the policies, operations, or interests of the Society.  The appearance of such conflicts should also be avoided.
• Should not knowingly misrepresent the mission, objectives, policies, programs, proceedings or motives of the Society.
• Must not take advantage of privileged or confidential information obtained as a result of his/her position, or permit others to make use of information otherwise unavailable to the public, for furthering personal interest or gain.
• Must discharge his/her duties in good faith and in a manner he/she reasonably believes to be in the best interests of the Society.
• Must exercise the care that a person in a like position would reasonably believe is appropriate under similar circumstances when becoming informed in connection with his/her decision-making function or devoting attention to his/her oversight function.
• Must disclose, or cause to be disclosed, to other members of the Board any information that is not already known by the other members and is known to such member to be material to the discharge of their decision-making or oversight functions, unless such disclosure would violate a duty imposed by applicable law, a legally enforceable confidentiality obligation, or a professional ethics rule.

The Board as a body:

• Is obligated to develop and define the purpose and related policies of the Society.
• Holds fiduciary responsibility for the Society, and must ensure that all of the Society’s assets are properly and effectively used for public purposes.
• Is responsible for the selection and continuing oversight of the Society’s Executive Director.  The Board has an obligation to define the rights, powers and duties of the Executive Director and should work with this individual in all administrative matters and deal with him/her openly and with candor.

Officers

Each officer, in its capacity as such, shall conduct himself/herself in accordance with the Society’s Articles of Incorporation and Amended Bylaws, as such may be amended from time to time.  In addition, the officers may perform duties as requested by the Board. 

Each officer:

• Must discharge his/her duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he/she reasonably believes to be in the best interests of the Society. 
• Must inform the President (or, if the officer at issue is the President, then the Board or a committee of the Board) of any information that such officer determines is within the scope of his/her functions and believes, to the best of their knowledge, to be material to the recipient of such information, i.e. that the recipient of such information would consider it important to know the information in discharging their duties as an officer.
• Must inform the President (or, if the officer at issue is the President, then the Board or a committee of the Board) of any actual or probable material violation of law involving the Society or any material breach of duty to the Society by another officer, employee, or agent of the Society, that he/she believes has occurred or is likely to occur.

Society Staff

The Executive Director has an obligation to bring before the Board and the officers any matters involving policy questions not already determined; and to keep them informed on a timely basis about all other significant or substantial matters, or intended actions affecting the Society.

The Executive Director must carry out the policies established by the Board and adhere to the budget approved by the Board.  Whenever it is necessary to deviate from established policies or to alter or exceed budget guidelines, he/she should notify the Board in advance and request appropriate approval.

Staff members should communicate with the Board through the Executive Director or with his/her knowledge, but the Board will establish and maintain procedures to allow staff members to bring matters or concerns directly to the Board.

All Society staff members:

• Should represent the mission, objectives, policies, programs and proceedings of the Society in accordance with the direction set by the Board.
• Owe their primary professional allegiance to the Society.  The collections and work of the Society belong to the Society and should primarily be applied in furtherance of its interests.  If any staff member wishes to use the Society’s intellectual property for purposes that are not primarily in the furtherance of the Society’s interests, then he/she must first obtain written permission from the Board to do so.
• Must not take advantage of privileged or confidential information obtained as a result of their position, or permit others to make use of information otherwise unavailable to the public, for furthering personal interest or gain.
• Must avoid the appearance of unethical or compromising practices in relationships with vendors, contractors and other businesses.
• May serve on boards, commissions or conferences in their professional capacity, so long as the activity does not interfere with their obligations to the Society and is disclosed in writing to the President.

Fundraising

The Society will be truthful in all solicitation information or materials distributed to current and prospective donors, and will inform current and prospective donors of the way in which gifts will be used. 

When seeking to raise funds, the Board, officers, other volunteer leaders and staff will exercise care not to enter into any obligation with donors which would be seen to be partial to the interests of the donor, but which would conflict with any Society policy, priority or objective, or otherwise adversely affect the wider interests of the Society.

All gifts and grants accepted by the Society with restrictions placed by the donor, or gifts and grants designated by the Society for specific purposes, will be expended in accordance with the restrictions or designations, unless otherwise agreed by the Society and the donor.

Privacy concerns of individual and institutional donors will be respected.

Access to the Society’s most recent financial statements and annual reports will be made available to current and prospective donors.

Stewardship

The Society will manage funds prudently and responsibly.  All financial reports will be factually accurate and complete in all material respects.

The Society will ensure that all spending practices and policies are fair, reasonable and appropriate to fulfilling the mission of the organization.  A reasonable percentage of the Society’s annual budget will be spent on programs in pursuance of the mission.  An appropriate amount will be spent on administrative expenses to ensure effective accounting systems, internal controls, competent staff, and other expenditures critical to professional management.

Collections

The collections of the virtual museum and archive will be intellectually responsible, founded on scholarship and consistent with current knowledge. The stewardship of the collections entails the highest public trust and carries with it the presumption of rightful ownership, permanence, care, documentation, accessibility, and responsible disposal.

The Society must:

• Ensure that the collections promote the mission of the Society, and must not be self-serving or used for individual financial or intellectual gain.
• Weigh carefully the interests of the public, for whom it holds the collections in trust; the donor’s intent; and the Society’s mission in determining which materials are added to or removed from the collections.
• Ensure that the collections are secure and preserved, and that access to the collections is free and available 24/7 on all operating platforms.
• Provide documentation and provenance for all materials in the collections.

Programs

The programs of the Society must advance the Society’s mission, and be responsive to the interests, needs and concerns of its donors, museum visitors, and the public.  Programs will be intellectually responsible, founded on scholarship and consistent with current knowledge.  Programs will be accessible to and encourage participation of the widest possible audience consistent with the Society’s mission and resources.

Programs will promote the public good rather than individual financial gain.  Any sponsored programs or revenue-producing programs will be compatible with the mission of the Society.

Relationship of the Securities and Exchange Commission Historical Society and the United States Securities and Exchange Commission

The Society is independent of and separate from the Commission.

The Society will work to develop and maintain relationships with the Commission and SEC staff, and will encourage the Commission and SEC staff members to be involved as volunteers, as Society donors, as museum visitors and as program audience members.

All Society activities and programs held in conjunction with the SEC will be conducted by the Society with respect for the SEC’s mandate, as an agency of the United States government, to promote impartiality, cultural diversity, and accessibility.  Society activities and programs held in conjunction with the SEC will not be conducted to promote the interests of any institution or individual.