Legal and Ethical Considerations for Member Leaders

National & Member Unit Partnerships

• Governance structure– ASQ national structure– Division representation– Section representation

Fiduciary Responsibilities

• Acting in trust for another– Duty of Care– Duty of Loyalty– Duty of Obedience

Acting in Trust for Another

• Duty of care– business judgement rule– avoid general legal liability– further the organization’s interests

Acting in Trust for Another

• Duty of loyalty– Faithfulness to the organization

– can never use information gained as a member for personal gain

– Avoid conflicts of interest– don’t take personal advantage of organization– withdraw from deliberation– avoid appearance of conflict

Acting in Trust for Another

• Duty of Obedience– Exercise reasonable judgement– Act in a manner consistent with organization’s

goals

Acting in Trust for Another

• Respect confidentiality– ASQ’s designation of confidential information

• maintain indefinitely– membership information– professional certification information– code of ethics enforcement information

Corporate Structure

• Incorporated as a non-profit – purpose consistent with incorporation and IRS

tax-exemption

• IRS tax-exemption as a 501(c )(3) organization– 501(c )(3) most lucrative tax-exempt status

Financial Responsibilities

• Responsible to ASQ members to provide prudent fiscal management– Division and Section annual financial reports– Contract with independent contractors

• Not able to hire employees

Risk Management

• Avoid risk from fiduciary duty situations– ASQ’s interests come first in dealings on ASQ’s behalf– Be alert to possible conflicts of interest– Recusal or resignation may be appropriate– Don’t transfer corporate opportunities to yourself– Preserve confidentiality of ASQ information designated as

confidential– Do not disclose legal information that comes to ASQ through

inside or outside legal counsel

Risk Management

• Meetings, minutes and antitrust financial management– discussions at meetings

• keep to appropriate subject matter– no boycotting or exclusion of products/services– no discussions to raise, lower or stabilize prices or fees– do not limit or exclude anyone from manufacture, sale or

practice– do not encourage anyone to refrain from competing

Risk Management

• Minutes:– never put inappropriate discussions into the

minutes– should be a record of what was considered

and accomplished at a meeting– should indicate place, date and time of meeting

Risk Management

• Record retention– state and federal laws dictate– standard of 7 years

• Liability exposure and insurance– activities covered by ASQ insurance

Risk Management

• Policies and Procedures– Division operational standards– Section operational standards– Contracts and Memorandums of

Understanding (G-42)

Membership Rights and Privileges

• Membership rights and privileges– fundamentals of due process

• Code of Ethics– honest and reasonable business practices

• Enforcement procedure– self-regulation

ASQ Code of Ethics

• To uphold and advance the honor and dignity of the profession, and in keeping with high standards of ethical conduct I acknowledge that I:

ASQ Code of Ethics: Fundamental Principles• Will be honest and impartial, and will

serve with devotion my employer, my clients, and the public.

• Will strive to increase the competence and prestige of the profession.

• Will use my knowledge and skill for the advancement of human welfare, and in promoting the safety and reliability of products for public use.

• Will earnestly endeavor to aid the work of the Society.

ASQ Code of Ethics: Relations With the Public• 1.1 Will do whatever I can to promote the reliability

and safety of all products that come within my jurisdiction. • 1.2 Will endeavor to extend public knowledge of

the work of the Society and its members that relates to the public welfare.

• 1.3 Will be dignified and modest in explaining my work and merit.

• 1.4 Will preface any public statements that I may issue by clearly indicating on whose behalf they are made.

ASQ Code of Ethics: Relations With Employers and Clients• 2.1 Will act in professional matters as

a faithful agent or trustee for each employer or client. • 2.2 Will inform each client or employer

of any business connections, interests, or affiliations which might influence my judgment or impair the equitable character of my services.

• 2.3 Will indicate to my employer or client the adverse consequences to be expected if my professional judgment is overruled.

ASQ Code of Ethics: Relations With Employers and Clients (cont’d.)• 2.4 Will not disclose information concerning the

business affairs or technical processes of any present or former employer or client without his consent.

• 2.5 Will not accept compensation from more than one party for the same service without the consent of all parties. If employed, I will engage in supplementary employment of consulting practice only with the consent of my employer.

ASQ Code of Ethics: Relations With Peers

• 3.1 Will take care that credit for the work of others is given to those whom it is due.

• 3.2 Will endeavor to aid the professional development and advancement of those in my employ or under my supervision.

• 3.3 Will not compete unfairly with others; will extend my friendship and confidence to all associates and those with whom I have business relations.

Other Legal Issues

• The Americans with Disabilities Act– Employment issues

• Does not apply to Sections or Divisions

– Public Accommodations issues• Does apply to Sections and Divisions

ADA—Accommodations Act

• No individual shall be discriminated against on the basis of disability in the full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation.

Section and Division accommodations for members• Sections: any group meetings

– Networking meetings, conferences, seminars, workshops, Executive Committee meetings, etc.

• Divisions: any group meetings– Conferences, workshops

ADA Accommodations

• One Rule of Thumb:– Facilities must take responsibility for making

the facility accessible

– Organizations must take responsibility for making the program accessible

ADA Accommodations

• How to make it work:– Marketing materials request for members’ and

customers’ special needs• Assistive listening devices• Sign language interpretation• Large-print materials• Dietary restrictions

– Choose appropriate facilities

Headquarters Contacts

• Member Unit Legal & Ethical Issues:– Pat Corkran, 1-800-248-1946 x7553, e-

mail: pcorkran@asq.org