Board Ethics and Conduct

• LSC Act § 1005(c): Conflict of Interest
• DC Nonprofit Corporation Act § 29-403.04: Ultra Vires
  —Allows ultra vires acts to be challenged through a derivative proceeding.
• DC Nonprofit Corporation Act § § 29-406.30 to -406.33: Directors
  —Governs directors’ standards of conduct, standards of liability, loan and guarantee restrictions, and liability for unlawful distributions
• Confidentiality Policy, LSC Code of Ethics and Conduct, p. 3
• Conflicts of Interest Policy, LSC Code of Ethics and Conduct, p. 4
• Equal Employment Opportunity Policy, LSC Code of Ethics and Conduct, p. 23
• Fair Dealing Policy, LSC Code of Ethics and Conduct, p. 17
• Leadership Responsibilities, LSC Code of Ethics and Conduct, p. 2
• Protection of LSC Assets, LSC Code of Ethics and Conduct, p. 15
• Whistleblower Protection Policy, LSC Code of Ethics and Conduct, p. 18

Board Meetings

• LSC Act § 1004(h): Quarterly Meetings
• DC Nonprofit Corporation Act § 29-401.21: Proceedings Prior to Corporate Action
• DC Nonprofit Corporation Act § 29-403.03: Emergency Powers
  —Provides limited meeting requirements when Board action is required during an emergency.
• DC Nonprofit Corporation Act § § 29-406.20 to -406.25: Meetings and Action of the Board
• LSC Bylaws Article IV: Meetings of Directors
• Resolution 1984-005: Adopting Policy That Telephonic Transmission Constitutes Physical Presence at a Board Meeting

Board Self-Evaluation Process

• Governance and Performance Review Committee Charter § VI: Duties and Responsibilities

Committee Self-Evaluation Process

• Governance and Performance Review Committee Charter § VI: Duties and Responsibilities
• Resolution 2010-003: To Establish a Board Committee Self Evaluation Protocol

Friends of Legal Services Corporation (FoLSC)

• Resolution 2004-003: Delegation to the Board Chair: Authority to Make an Appointment to the Board of FoLSC

General Powers and Authority to Amend

• DC Nonprofit Corporation Act § 29-402.06: Bylaws
• DC Nonprofit Corporation Act § 29-403.02: General Powers
• DC Nonprofit Corporation Act § § 29-408.01 to -408.09: Amendment of Articles of Incorporation
• DC Nonprofit Corporation Act § § 29-408.20 to -408.23: Amendment of Bylaws
• DC Nonprofit Corporation Act § 29-408.40: Approval by Third Persons
  —Allows for amendments to the Articles of Incorporation or Bylaws to be approved in the form of a record by a specified person or group of persons in addition to the Board and members.

Risk Management

• Audit Committee Charter § VIII: Duties and Responsibilities 
  —The Committee reports to and advises the Board on controls and mechanisms designed to minimize the risk of fraud, theft, corruption, and misuse of funds.
• LSC Bylaws Article X: Indemnification
• LSC Risk Management Program
• Resolution 2013-019: Risk Management Oversight

Terms of Office, Removal, and Resignation

• LSC Act § 1004(b): Term of Office
• LSC Act § 1004(d): Chairman
• LSC Act § 1004(e): Removal
• DC Nonprofit Corporation Act § § 29-406.01 to -406.12: Board of Directors
• LSC Bylaws Article III: Board of Directors

LSC Management Oversight

Annual Evaluations and Reviews

• Governance and Performance Review Committee Charter § VI: Duties and Responsibilities
• Resolution 2011-002: Establishing a Plan for the Annual Review of LSC I.G.
• Resolution 1998-006: Procedure for the Annual Evaluation by the Board of the President or the Inspector General of the Corporation

Audits and Financial Practices

• Audits and Financial Statements Policy, LSC Code of Ethics and Conduct, p. 14
• Audit Committee Charter § VIII: Duties and Responsibilities

Authority Delegated to LSC President, Officers, and Staff

• LSC Act § 1005(a): Appointment of President; Officer Compensation and Terms
• LSC Bylaws Article VI: Officers
• Resolution 2014-020: Adopting a Health Reimbursement Arrangement Plan and Affirming the LSC President’s Authority to Amend Employee Health Benefits
• Resolution 2012-011: Authorizing the President to Make Certain Internal Budgetary Adjustments in the Managements and Grants Oversight Account
• Resolution 1999-015: Authorizing the President to Enter into Employment with Corporation Officers
• Resolution 1992-001: Delegation of Authority to General Counsel to Review Executive Session Transcripts
• Resolution 1984-002: Policy Reaffirming Authority of President and Corporation’s Staff

Authority Delegated to the Office of Inspector General (OIG)

• Inspector General Act of 1978, 5 U.S.C. app. 3 § 8G(c)
  —The head of the designated federal entity appoints its Inspector General.
• Inspector General Act of 1978, 5 U.S.C. app. 3 § 8G(d)
  —The Inspector General reports to, and is under the  general supervision of, the head of the designated federal entity.
• Resolution 1995-003: Transfer of Certain Audit Responsibilities to the OIG

Employee Ethics and Conduct

• DC Nonprofit Corporation Act § § 29-406.40 to 406-.44: Officers
  —Governs officers’ duties, standards of conduct, resignation and removal, and contract rights.
• LSC Bylaws § 6.12: Outside Interests of Officers and Employees
• Resolution 2008-007: Adopting Code of Ethics and Conduct and Designating Ethics Officers
  —Designated General Counsel as Ethics Officer with sole discretion and authority to implement the Code, except provisions relating to ethics and conduct of General Counsel. Also ratified Inspector General’s designation of Assistant Inspector General and Legal Counsel to serve as Ethics Officer for the OIG.
• Confidentiality Policy, LSC Code of Ethics and Conduct, p. 3
• Conflicts of Interest Policy, LSC Code of Ethics and Conduct, p. 4
• Equal Employment Opportunity Policy, LSC Code of Ethics and Conduct, p. 23
• Fair Dealing Policy, LSC Code of Ethics and Conduct, p. 17
• Leadership Responsibilities, LSC Code of Ethics and Conduct, p. 2
• Protection of LSC Assets, LSC Code of Ethics and Conduct, p. 15
• Whistleblower Protection Policy, LSC Code of Ethics and Conduct, p. 18

Employee Grievance Procedures

• LSC Employee Handbook § 8.2: Employee Grievances
• Resolution 1997-005: Filing and Processing of Employee Grievances Against the President or Inspector General
  —Requires the Board to take appropriate action on employee grievances against the President or Inspector General within 60 days after a grievance is filed or at the next scheduled Board meeting, whichever occurs later.

Employee Handbook

• Resolution 2014-002: Adopting Revisions to LSC's Employee Handbook
  —Eliminated the requirement of Board approval for modification of major provisions of the Employee Handbook relating to personnel actions or policies.

Grantee Compliance

• LSC Act § 1006(b)(1)(A): Authority to Insure Recipient Compliance
• Operations and Regulations Committee Charter § VI: Duties and Responsibilities
  —Reviews Corporation’s monitoring and enforcement efforts to ensure grantee compliance.
• Resolution 2008-008: Roles and Responsibilities of LSC Offices Responsible for Grantee Oversight
• Resolution 1988-001: Recipient’s Refusal to Produce Requested Materials

LSC Funds

• LSC Bylaws § 7.01: Deposits and Accounts
• Resolution 2012-003: Selection of Accounts and Depositories for LSC Funds

Outside Employment of Employees and Officers

• LSC Act § 1005(a): Outside Compensation of Officers Prohibited
• Conflicts of Interest Policy, LSC Code of Ethics and Conduct, p. 10
• LSC Employee Handbook § 6.11: Outside Emplyment Policy
• LSC Employee Handbook § 3.6: Double Compensation

Strategic Planning

• LSC Strategic Plan 2012-2016

Fundraising

Annual Gifts from Board Members

• Board Member Giving Policy
  —Encourages all Board members to give annual gifts according to their means, at a level they deem appropriate.

Donor Rights

• Donor’s Bill of Rights
  —Includes the right of donors to be informed of the identity of LSC’s Board members, to expect the Board to exercise prudent judgment in its stewardship responsibilities, and to be informed whether individuals seeking donations are Board members, employees, or volunteers of LSC.

Private Contributions

• Protocol for the Allocation of Private Contributions of Funds to LSC
• Protocol for the Acceptance and Use of Private Contributions of Funds to LSC
• Protocol for the Acceptance and Use of Contributions for LSC Staff Events
• Protocol for the Acceptance and Use of In-Kind Contributions to LSC
• Resolution 2012-012: Modifying LSC’s Protocol for Its Acceptance and Use of Private Contributions

Statutory and Regulatory Requirements

Authorized Communications with Congress

• LSC Act § 1006(c)(2): Lobbying Activities
  —Permits personnel of the Corporation to make appropriate communication with Congress or any State or local legislative bodies under a formal request or in connection with legislation or appropriations directly affecting the activities of the Corporation.
• Finance Committee Charter § VII: Duties and Responsibilities
  —The Committee recommends to the Board the amount of each appropriation request prepared by the Corporation and reports to the Board the status of appropriation bills or other legislative proposals that may affect the finances of the Corporation.
• Resolution 1998-007: Revised Communications Policy
  —Requires the Board to be fully and currently informed of all material communications between LSC and Congress, including the LSC Annual Report and communications and reports prepared by the OIG.
• Resolution 1994-023: Authorizing Board Chair or Designee to Act for the Board on Appropriations or Legislative Measures

Freedom of Information Act (FOIA)

• LSC Act § 1005(g): Applicability of FOIA
• LSC Regulations Part 1602: Procedures for Disclosure of Information under FOIA
• Freedom of Information Act, 5 U.S.C. § 552

Government in the Sunshine Act

• LSC Act § 1004(g): Applicability of Government in the Sunshine Act
• LSC Regulations Part 1622: Public Access to Meetings under Government in the Sunshine Act
• Government in the Sunshine Act, 5 U.S.C. § 552b

Lobbying and Other Restricted Political Activities

• LSC Act § 1006(c)(2): Lobbying Activities
• LSC Act § 1006(e): Political Activities; Applicability of Hatch Act
• LSC Regulations Part 1612: Restrictions on Lobbying and Certain Other Activities
• Hatch Act, 5 U.S.C. Chapter 15
• LSC Administrative Manual Chapter 12: Congressional and Government Agency Correspondence and Public Affairs
• Restricted Political Activities, LSC Code of Ethics and Conduct, p. 16

Rulemaking

• LSC Act § 1008(e): Publication in Federal Register of Rules, Regulations, Guidelines and Instructions
• LSC Rulemaking Protocol
• Operations and Regulations Committee Charter § VI: Duties and Responsibilities
  —Receives, proposes, reviews, and discusses proposed rules and rulemaking priorities.
• Resolution 2012-008: Board of Directors Policy on Required Board Notice and Approval of Certain LSC Promulgations
• Resolution 1976-001: Publication of Proposed Regulations, Rules and Guidelines
  —Original delegation of authority to the LSC President to publish proposed regulations, rules, and guidelines in the Federal Register for purposes of receiving public comment.

• Daily honoraria of $320 for participation by Board members in LSC activities.