Virginia Outdoors Foundation Board of Trustees'
Code of Ethics and Conduct

I. Purpose

The Board of Trustees (the Board) of the Virginia Outdoors Foundation (VOF) is a supervisory board of gubernatorial appointees charged to promote the preservation of open-space lands and to encourage private gifts of money, securities, land or other property to preserve the natural, scenic, historic, scientific, open-space and recreational areas of the Commonwealth. The Trustees are officers of a governmental agency and are governed by the State and Local Government Conflict of Interest Act, §§ 2.2 – 3100 et seq. of the Code of Virginia (1950) as amended (the “Conflict Act”). Because the Board must be self-governing, self-policing, and have consistent guidelines for its operations, it hereby establishes this Code of Ethics and Conduct to provide further guidance to its members regarding ethical and behavioral considerations and/or actions as they address their duties and obligations during their appointment.

Compliance with the provisions of this Code will allow the Board to enhance relationships and foster teamwork among Trustees and staff and build respect, confidence, and credibility with the citizens of the Commonwealth.

II. Ethics

Each Trustee shall adhere to the following Code of Ethics:

A. Trustees shall act with integrity and in an ethical and professional manner in their interactions with each other, the Executive Director, the Secretary of Natural Resources, the Governor’s Administration, members of the General Assembly, VOF staff, consultants, advisors, and the public.

B. Trustees shall maintain high ethical and moral character, both professionally and personally, so that their behavior will reflect positively upon the Board and VOF.

C. Trustees shall act with competence and strive to maintain and enhance their competence and that of their fellow Trustees.

D. Trustees shall use proper care and exercise independent professional judgment in the performance of their duties.

E. Trustees shall maintain confidentiality about all matters that are considered in closed meetings.

F. Trustees shall follow the provisions of the Freedom of Information Act, §§2.2 – 3700 et seq. of the Code of Virginia (1950) as amended, in regard to public records that are owned, prepared, or in their possession or in the possession of VOF.

G. Trustees shall be familiar and comply with the provisions of the State and Local Government Conflict of Interests Act, §§ 2.2-3100 et seq. of the Code of Virginia (the Conflict Act). In addition to such compliance, and beyond the definition of “conflict of interest” contained in the Conflict Act, Trustees shall abide by the following rules in order to avoid any impropriety.

1. Trustees shall not have private contracts or business dealings with VOF.
2. No Trustee shall make gifts of easement to VOF while the Trustee is an active member of the Board. The Board shall not accept an open-space easement proffered by a Trustee while the Trustee is an active member of the Board.
3. Trustees shall recuse themselves and shall not participate in the consideration of any matter or attempt to affect the outcome of any issue before the Board when to do so might result in even the appearance of a conflict of interest as defined by the Conflict Act.
4. Trustees shall not abuse their authority by using their offices to obtain favorable treatment by VOF for any person.
5. Trustees shall receive no payments from VOF or from any funds or transactions of VOF except for reimbursement for expenses as provided by law under § 2.2-2813 of the Code of Virginia.

H. Trustees shall exercise due diligence to avoid breaches of duty via negligence, intentional action or omission, and unauthorized communications with individuals trying to influence Board decisions by improper means or seeking to receive personal gains through Board decisions.

I. Trustees recognize that all Board decisions and actions are to be based on integrity, competence, and independent judgment on the merits and benefits to the conservation of open-space land program.

III. Conduct

Trustees shall comply with the following standards of conduct:

A. Trustees shall not engage in conduct that would compromise, discredit, or diminish the integrity of the Board and/or VOF.

B. The Board shall respect the authority of the Executive Director and shall provide instruction and direction only to the Executive Director. The Board shall not instruct the Executive Director in regard to specific operational decisions.

1. Trustees shall be sensitive to the considerable workload of the staff when making requests for assistance, and all requests for assistance shall be made through the Executive Director.
2. The Board shall respect the Executive Director’s authority in all personnel matters.
3. Trustees shall not allow staff to use Trustees as their representatives or use Trustees as an avenue for input to the Board or the Executive Director.

C. No individual Trustee shall give orders or instructions to any employee of VOF.  This does not preclude an individual member from offering his or her opinion, based upon his or her expertise and/or experience, when an employee of VOF requests such an opinion.

1. Individual Trustees are not to become involved in the operational management of VOF.

D. Trustees shall serve with the understanding that they represent both the citizenry of the Commonwealth as well as constituents from their local communities.

E. Trustees shall strive to establish sound working relationships with each other.

1. Trustees shall be respectful of each other and will not use Board meetings to upstage or embarrass colleagues.
2. Trustees shall respectfully consider the opinions of others during deliberations, strive for integration of viewpoints or consensus building in decision-making, and shall respect the collective judgment of the Board in regard to its decisions.

F. Trustees shall refrain from using Board meetings to advance their personal agenda.

G. Trustees shall strive to cultivate and maintain good relations with the public, press, and constituent groups.

H. Individual Trustees shall refer all proposals or other communications regarding potential or existing programs, contracts, or services to the Executive Director.

I. Individual Trustees shall not communicate with persons under consideration for selection by the Board and/or the Executive Director for contracts, acquisitions, etc. while the procurement process is in progress.

J. A Trustee shall not participate in another Trustee’s violation of this Code of Ethics and Conduct, contribute to the concealment of such violation, or negligently allow such a violation to occur.

K. A Trustee shall not solicit or receive a gift or favor from any person, company, or organization, or from any intermediary interest, that may compromise or appear to compromise the independent judgment of the Trustee regarding his or her obligations to the Board.

IV. General Provisions

A. The provisions of this policy do not exempt any Trustee from other applicable restrictions of federal, state, or local law regarding conflicts of interest.

B. Any violation of this Code of Ethics and Conduct shall be reported to the Personnel Committee. The Committee shall investigate, as appropriate, and report its findings and recommendations to the Board.

C. All Trustees shall sign an affirmation pledging to honor and follow, according to both the letter and the spirit, this Code of Ethics and Conduct.

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