CHATHAM AREA TRANSIT

BOARD OF DIRECTORS
AGENDA ● JANUARY 25, 2018
Special Meeting Joe Murray Rivers Intermodal Transit Center 10:00 AM
610 West Oglethorpe Avenue, Savannah, GA 31401

BOARD OF DIRECTORS I. CALL TO ORDER

1) Roll Call

Howard French
Chairman II. CHAIRMAN'S ITEM(S)
1) Code of Conduct and Ethics Policy - Board of Directors
William Broker
City of Savannah III. ACTION ITEM(S)

James Jones
Chatham County
IV. NEW BUSINESS

Pete Liakakis
Chatham County
V. ADJOURN

Frank Mingledorf
Garden City

Bill Durrence
City of Savannah

Michael O’Halloran
Chatham County

Tabitha Odell
Chatham County

Chester Ellis
Chatham County

This facility is accessible. To request accommodations for hearing or sight interpretive services, please
contact Beverly Dumas at (912) 629-3914 or Beverly.dumas@catchacat.org, 72 hours in advance.
ISSUE

Board consideration and adoption of a CAT Board of Directors - Code of

Conduct and Ethics Policy.

BACKGROUND

The Chatham Area Transit Authority Act, the Authority’s enabling act, allows
for Board policy and procedures to be adopted by the members of the Board
of Directors.

FACTS AND FINDINGS

The Code of Conduct and Ethics Policy provides specific guidelines to be

followed by CAT Board members in order to preserve the public’s confidence
in the work of the Authority, to uphold the public trust in the Authority, to
ensure fulfillment of fiduciary duties by those in Board service, and to
provide guidance to CAT Board members in the exercise of their duties on
behalf of the Authority.

This policy is based on and patterned after the Centre Area (PA)
Transportation Authority Board Conduct and Ethics Policy, obtained through
APTA, which seems to be the best and most comprehensive available.

A motion to adopt this Code and Policy should include, and its adoption will
effect, recission, repealer, and supersession of any and all previously
adopted or approved CAT Board Member conduct and/or ethics policies and
codes.

FINANACIAL IMPACT

N/A

RECOMMENDATION

This is a Board of Directors issue and staff recommendation is not

appropriate.

NEXT STEPS

N/A
 CAT Board of Directors –
Code of Conduct and Ethics Policy
Effective Date: January 25, 2018

POLICY STATEMENT

The Code of Conduct and Ethics Policy provides specific guidelines to be followed by CAT Board
members in order to preserve the public’s confidence in the work of the Authority, to uphold the public
trust in the Authority, to ensure fulfillment of fiduciary duties by those in Board service, and to provide
guidance to CAT Board members in the exercise of their duties on behalf of the Authority.

This Policy is intended to conform to Geo rgia law including, but not limited to, the Georgia Code of Ethics
for Government Service (O.C.G.A. §45-10-1) and Code of Ethics for Members of Boards, Commissions and
Authorities (O.C.G.A §45-10-3), hereafter collectively the “GA Codes of Ethics”, the Georgia Open Meetings
Act (O.C.G.A. §50-14-1 et seq.) and Open Records Act, hereafter “GA ORA” (O.C.G.A. §50-18-70 et
seq.), sometimes collectively referred to as “GA Sunshine Laws”, state and federal purchasing regulations,
CAT’s enabling Act (“Chatham Area Transit Authority Act”, Ga.L. 1986, p. 5082), and applicable CAT
policies and procedures.

CAT Board members are responsible for reviewing, understanding, and complying with each of these
documents. Periodic training will be held to assist Board members with meeting this requirement, and a
certificate of compliance will be signed upon completion of the training.

The CAT Board of Directors takes pride in its maintenance of the highest ethical standards while
carrying out CAT’s mission. The Board has a shared commitment to CAT’s values, including treating
everyone – customers, clients, employees, business partners, and the communities served – with integrity.
CAT strives to do this because it is sound business practice and, more importantly, it is the right thing to
do.

Accordingly, the purpose of this Board of Directors Code of Conduct and Ethics Policy (“Code”) is to
communicate CAT Board members’ commitment to ethical conduct and to articulate the Board’s standards for
integrity and ethics.

By following both the letter and spirit of this Code of Business Conduct and Ethics and, above all, by
applying sound judgment based on the Code, each Board Member can demonstrate his/her commitment to
CAT’s business principles.

Board members are encouraged to ask questions, seek guidance, and express any concerns that they might have.
When in doubt, Board members should ask themselves questions such as the following to help make the right
choices:

 Is my action legal? If legal, is it also ethical?

 Are my actions honest in every respect?
 Would I be proud to read or hear about my action in the news media?
 Can I defend my action with a clear conscience?
 Are the interests of CAT placed above my personal interests when I take this action?
 Would it be helpful to ask for guidance before taking any action?
 Am I being transparent or am I attempting to conceal my actions?

The CAT Board must deal honestly, ethically, fairly and in good faith with CAT customers, employees,
suppliers, business partners, competitors, and others. The Board may not take unfair advantage of anyone
through manipulation, concealment, abuse of privileged or confidential information, misrepresentation,
fraudulent behavior, or any other unfair dealing practice.

The CAT Board’s Core Values represent the foundation for how the Board must work with others. For
example:
Policy Number: 001
Effective Date: January 25, 2018
Page 1 of 7
 CAT Board of Directors –
Code of Conduct and Ethics Policy
Effective Date: January 25, 2018

 The CAT Board values integrity. When any Board member discovers an error in the
business or operating process, he/she must inform management about the exact nature and
extent of the problem. The Board and management will determine actions needed, and the
time required, for correction of the error.
 The CAT Board values teamwork. This requires full sharing of information between
Board members and proactive collaboration to achieve shared goals.
 The CAT Board values respect and inclusion for articulation of ideas by each Board
member. Consideration of varying perspectives and experiences in the Board’s
deliberations is essential for achieving constructive results from proactive collaboration.
 The CAT Board values accountability. Board members fulfill their board duties by
adequate preparation for Board meetings and by effective use of time during Board
meetings.

All Board members must show a commitment to CAT’s values through their actions and should “model
the way” for CAT employees. They must also promote an environment in which compliance is expected and
valued, where employees feel comfortable raising legitimate and reasonable concerns and communicating,
and where retaliation for raising those legitimate and reasonable concerns will not be tolerated.

It is the responsibility of the Board member who, upon reasonable investigation and inquiry, believes that
any law or policy has been violated to report that violation as follows:

In addition to reporting violations of the law as noted above, the Chairman of the Board must be notified,
unless he or she is the subject of the allegation. When the Chairman is the subject of the allegation, the Vice-
Chairman shall be notified. And, unless the matter is internal to the Board, the Chief Executive
Officer/Executive Director (“CEO/ED”) must also be notified of all allegations of violations of the law or this
Policy.

Any questions concerning the applicability of this Policy, the GA Codes of Ethics, or other state, federal,
or local laws to a particular situation should be directed to the Board Chairman for consultation with the CAT
Legal Counsel.

DEFINITIONS

Terms in this policy shall be defined in the same way as defined in the GA Codes of Ethics, except
as provided below:

Immediate Family: mother, father, husband, wife, son, daughter, brother, sister, mother-in- law, father-in-
law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, grandparents, domestic partner, and any
immediate family of a domestic partner.

Discriminatory Harassment: adverse or harassing conduct taken against an individual on the basis of a
trait protected by law, including unwelcome sexual advances, request for sexual favors, and other verbal
or physical conduct of a sexual nature and other prohibited conduct as defined by CAT’s discriminatory
harassment policy which is incorporated herein by reference.

STANDARDS OF CONDUCT

All CAT Board members shall comply with this Policy and shall adhere to all applicable federal, state and
local laws, rules, and regulations, including any obligations under the GA Codes of Ethics. Board
members shall conduct themselves in such a way that exemplifies the behavior expected of CAT employees
and enhances public confidence in the work of the Authority.

Policy Number: 001

Effective Date: January 25, 2018
Page 2 of 7
 CAT Board of Directors –
Code of Conduct and Ethics Policy
Effective Date: January 25, 2018

1. Conflict of Interest

The GA Codes of Ethics set forth various requirements with which public officials and employees must
comply, including the requirement to refrain from engaging in any activity or conduct that would
constitute a conflict of interest or could pose probable conflict of interest, or the perception of a conflict of
interest.

All CAT Board members must avoid actual or apparent conflicts of interest with CAT or its customers,
suppliers and vendors. A conflict situation can arise if a Board member takes action or has an interest that
may make it difficult for the Board to perform its work objectively and effectively. Conflicts of interest also
may arise if a Board member or family member of a Board member receives improper personal benefits as a
result of the Board member’s participation in CAT Board matters.

When encountering an activity that constitutes a potential conflict of interest, the Board member shall disclose
the potential conflict to the CAT Board Chairman and abstain from voting, discussion or taking any other
action relating to the activity. I n the case of a vote by a Board member on a matter that would result in a
conflict of interest, the Board member shall abstain from voting, and, prior to the vote being taken,
publicly announce and disclose the nature of his/her interest as a public record in a written memorandum
filed with the person responsible for recording the minutes of the meeting at which the vote is taken.

2. Fiduciary Duty / Financial Interests

All Board members will perform their duties and fiduciary responsibilities on behalf of CAT in good faith
and with honesty, integrity, due diligence, and reasonable competence.

3. Contracts and Procurements

A personal conflict of interest arises when a firm is selected for award and a Board member has a financial or
other interest (employment or ownership) in that firm. Accordingly, a Board member may not participate
in the award, selection or administration of a procurement in which the Board member or any member
of his/her immediate family, or any organization employing or about to employ one of these persons has a
financial interest.

No CAT Board member shall attempt to influence any contractual relationship between CAT and any third
party. Any and all actions concerning contractual relationships between CAT and third parties shall be
undertaken by the CAT Board as a whole.

4. Incompatible Employment

No Board member shall accept or engage in private employment or render service for private interests when
such employment or service is incompatible with the proper discharge of official CAT duties. No Board
member shall represent private interests in any action or proceedings against the interest of CAT. No Board
member shall for a period of twelve months following the end of his/her term or effective date of resignation
represent any person before the CAT Board.

5. Hiring, Employment Status, and Nepotism

Board member responsibility for hiring is strictly limited to participating with the whole Board in the filling
of the CEO/ED position.

No CAT Board member shall attempt to influence either the hiring of any individual or the employment
status of any current CAT employee. Board member responsibility for determining employee employment
Policy Number: 001
Effective Date: January 25, 2018
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 CAT Board of Directors –
Code of Conduct and Ethics Policy
Effective Date: January 25, 2018

status is strictly limited to participating with the whole Board in the hiring, evaluation, compensation and
removal of the CEO/ED.

6. Gifts, Favors and Other Things of Value

An individual shall be ineligible for Board service at CAT if an immediate family member is employed
by CAT. Board members shall exercise proper authority and good judgment in their dealings with
suppliers, contractors, and the general public. No Board member shall solicit or accept gifts, gratuities, free
trips, honoraria, personal property, or any other item of value from any person or entity when such gift or
other item is or may be related to the Board member’s CAT responsibilities. Any Board member who is
offered a gift or gratuity should simply refuse, noting that CAT’s Code of Conduct prohibits their
acceptance. A gift or gratuity of any value that is offered under circumstances that would indicate that it
is for the express purpose of influencing the conduct of a Board member should be refused regardless of value.

In some cases, however, the “gift” may be in the form of entertainment activities provided by vendors to a
large number of individuals from many transit authorities and other entities. These occasions typically occur in
conjunction with trade meetings and expositions, and the value of the activity may be impossible to
determine. Because such events are considered part of normal transit industry business practices, such
activities are exempted from the prohibition against gifts and gratuities so long as the value of such
activities cannot be determined on an individual basis.

Board members shall avoid the appearance of impropriety and misconduct in the use of their office as a
Board member. A Board member shall not use CAT staff, services, equipment, resources or property for
personal benefit, or for the benefit of their immediate family or for the benefit of a business in which he/she
or a member of his/her immediate family is associated.

Upon termination of service on the Board, a member must promptly return to the CEO/ED (or his/her
designee) all property entrusted to him or her for the purpose of fulfilling his or her responsibilities.

7. Confidentiality

CAT, as a public entity, recognizes the need for transparency and access to public information according to
the GA Sunshine Laws. The CEO/ED will appoint a designee as the individual responsible for responding to
third party- requests for CAT records and information. Accordingly, it is specifically understood that, except
as authorized by the Board or as otherwise required by law, no Board member shall share, copy, reproduce,
transmit, divulge or otherwise disclose any records or information that may be considered confidential,
whether in written, electronic or oral form. Any questions from a Board member concerning the nature of any
records or information should be directed to the CEO/ED for referral to his/her designee.

8. Internal Chain of Command

Board members shall be responsible for recognizing that there is a clear chain of command within CAT.
A Board member’s contact shall be with the CEO/ED or the designated Board support staff member. B oard
members visiting the CAT properties shall check in with the CEO/ED. Meetings or appointments with the
CEO/ED shall be scheduled in advance and not occur by reason of an unscheduled “drop in”. Board members
are prohibited from communicating (to include orally in person, in writing, by telephone, or electronically) with
CAT staff regarding any aspect of CAT policies, practices, procedures, operations, employee relations,
complaints, grievances, business, or financial affairs without the CEO/ED’s presence or his/her advance express
approval. Board members who are approached by a CAT employee concerning the affairs of CAT shall
refer that individual to the appropriate staff member and report the contact to the CEO/ED.

Policy Number: 001

Effective Date: January 25, 2018
Page 4 of 7
 CAT Board of Directors –
Code of Conduct and Ethics Policy
Effective Date: January 25, 2018

9. Authority Spokespersons

The official spokespersons for the Authority shall be the CEO/ED and Chairman except as otherwise
approved by the Board of the Authority. The CEO/ED may assign a designee; in the absence of the
Chairman, the Vice-Chairman shall serve as spokesperson.

It shall be recognized in this policy that Board members appointed by a county or municipality may, within the
scope of their duties, report to the appointing body on behalf of CAT.

A Board member is responsible to express viewpoints consistent with Board decisions when representing
CAT.

10. Lobbying and Political Activity

CAT understands and acknowledges that, as a Board member, a person may participate in political
activities through contribution of time and/or money in his/her individual capacity unless restricted by
applicable securities or other laws, rules or regulations or the requirement of any other regulatory authority.

Each Board member shall ensure that political activity undertaken on an individual basis is separate in
all respects from the Board member’s role and responsibilities to CAT. Such activity shall be conducted so
as not to give any appearance that it is undertaken with the endorsement of or on behalf of CAT, unless
otherwise permitted.

11. Discrimination/Harassment

Board members shall refrain from engaging in discriminatory or harassing behavior towards CAT
employees, customers, members of the public and fellow Board members in exercising their duties on behalf
of CAT, including but not limited to sexual harassment and harassment based on race, color, creed, religion,
sex, ancestry, age, national origin, marital status, physical or mental disability, or any other status protected
by applicable federal and state statutes and regulations, or as listed in CAT Policy. Discrimination or
harassment includes but is not limited to verbal, visual, and/or physical conduct. Board members shall
comply with CAT’s policy prohibiting discriminatory harassment.

12. Civic and Charitable Activities

CAT encourages volunteer work and responsible civic work for not-for-profit organizations, provided it
does not unduly interfere with Board member responsibilities or pose a conflict of interest to CAT or CAT’s
customers.

INDEMNIFICATION

To the extent possible, the Authority shall endeavor to ensure the indemnification of Board members.
CAT shall purchase and maintain appropriate policies of insurance to provide indemnification and defense of
Board members for lawful action taken within the scope of the Board’s normal governance of CAT. The scope
and terms of that coverage are governed by the policies. Board members understand that indemnification and
defense is not possible for the following types of conduct:

A. The Board member’s performance or non-performance of the duties of the office of

CAT Board member, including any committee of the Board on which the member may
serve, not in accordance with the standard of conduct set forth by law or this Code of
Conduct and Ethics Policy;
Policy Number: 001
Effective Date: January 25, 2018
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 CAT Board of Directors –
Code of Conduct and Ethics Policy
Effective Date: January 25, 2018

B. The breach or failure to perform that constitutes self-dealing, willful misconduct or

recklessness.

Indemnification and defense of Board members shall also not apply to:

A. The responsibility or liability of a Board member pursuant to any criminal statute;

B. The liability of a member for the payment of taxes pursuant to local, state or federal law.

DUTY TO REPORT

It is the responsibility of the Board member who, upon reasonable investigation and inquiry, believes that a
violation of any of these laws or policies has been made to report that violation as follows:

1. Criminal conduct must be reported to local law enforcement;

2. Violations of this Policy not constituting violations of Georgia law must be
reported to the Chairman of the Board.

Each Board member is obligated to report to the Board Chairman any facts made known to them which
show that another Board member has engaged in activity or behavior that is in violation of this Policy or
any applicable state or federal law, unless the Chairman is the subject of the allegation. When the Chairman is
the subject of the allegation, the Vice-Chairman shall be notified. And, unless the matter is internal to the
Board, the CEO/ED must also be notified of all allegations of violations of the law or this Policy.

WHISTLEBLOWER PROTECTION

Any person who in good faith reports a potential violation of the CAT Board Code of Conduct and Ethics
Policy, whether or not the allegation is found to have merit, shall not be retaliated against in any manner.

VIOLATIONS OF THIS CODE NOT COVERED ELSEWHERE BY LAW

Any alleged violation of this Code, not covered elsewhere by the law and/or already reported to law
enforcement, by any Board member shall be referred to the CAT Board Chairman, or when the Board
Chairman is in alleged violation of the Code, to the Vice-Chairman, who will conduct a prompt investigation
of the facts and circumstances of the alleged violation. As part of this investigation, the Chairman (or the
Vice-Chairman) may require that the Board member who is the subject of the alleged violation meet with
him or her to explain his or her interpretation of the underlying facts. The Chairman (or the Vice-Chairman)
shall then, as promptly as possible, render a decision concerning the appropriate course of action to be
taken with respect to the alleged violation in consultation with CAT’s Legal Counsel as necessary and shall
inform the complainant of the decision.

If the Board Chairman (or the Vice-Chairman) chooses to not carry the issue further, the complainant or
the accused may request a hearing with the entire Board. If the Chairman (or the Vice-Chairman) finds that
the circumstances of the alleged violation warrant further investigation or review, then the Chairman (or
the Vice-Chairman) may refer the matter to CAT’s Board and Legal Counsel. The CAT Board shall then
hear, in executive session (to the extent permitted under Georgia’s Open Meetings Act), the facts and
circumstances of the alleged violation and shall inform the complainant and accused of their findings.

POLICY ENFORCEMENT

The CAT Board may take such action as it, in consultation with its Legal Counsel, deems appropriate, including
imposing disciplinary measures and/or referring the matter to the governing body of the appointing co u n t y
o r municipality. The decision rendered by the CAT Board is the final decision of the Authority.
Policy Number: 001
Effective Date: January 25, 2018
Page 6 of 7
 CAT Board of Directors –
Code of Conduct and Ethics Policy
Effective Date: January 25, 2018

The Board may select from any of the following sanctions as it so determines:

A. Private admonishment by the Chairman of the Board.

B. Private admonishment by the entire Board.
C. Private admonishment and request for the Board member’s resignation.
D. Public admonishment by the entire Board (specifically, at a public meeting of the Authority
Board, recorded in the Board minutes).
E. Public admonishment by the entire Board and request for the Board member’s
resignation (specifically, at a public meeting of the Authority Board, recorded in the Board
minutes).
F. Public request by the entire Board (specifically, at a public meeting of the Authority Board,
recorded in the Board minutes) that the appointing c o u n t y o r m unicipality e i t h e r
rescind the subject Board me mber’s appointme nt to the Authority
B o a r d o r not reappoint the individual.
G. Suspension from Board activities pending resolution of a complaint.
H. Public action by the entire Board (specifically, at a public meeting of the Authority Board,
recorded in the Board minutes) to seek removal of the member for cause under the
provisions of Georgia statutes and procedures, including, if necessary, by petition to the
Superior Court of Chatham County.

ACKNOWLEDGEMENT AND CERTIFICATE OF COMPLIANCE

I have received the CAT Code of Conduct and Ethics Policy. I understand that this Code represents the
policies of CAT, and that I am expected to read and comply with this Code and the supporting policies and
procedures that supplement this Code. I understand that should I fail to comply with the duties and
responsibilities stated in the Code, I may be subject to disciplinary action in accordance with the procedures
set forth in the Code.

Signature:

Printed Name:

Date of Signature:

Policy Number: 001

Effective Date: January 25, 2018
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