Article IV – Code of Ethics Procedures; Sanction of Members
Section 1. Procedures for Ethics Complaints
a. A complaint (“Complaint”) of an alleged violation of the Association’s Code of Ethics may be filed by any individual or entity only against a Regular Member or Affiliate Member (“Respondent”). The Complaint shall be in writing and signed (either manually or electronically) by the initiating party (“Complainant”) and shall be filed with the President of the Association, who shall refer all written and signed complaints to the Ethics Committee for review. All Complaints, and all proceedings related thereto, shall be treated as confidential to the fullest extent practicable, subject to the provisions of Section 6 of this Article. The Respondent shall be notified that a Complaint is filed against Respondent as soon as practicable after the Complaint is received by the Chair of the Ethics Committee.
b. Upon reviewing the Complaint, the Ethics Committee, by majority decision, may conclude that the Complaint (i) appears to be valid and warrants further inquiry, or (ii) has no basis because it contains insufficient or unreliable information or appears to be frivolous or trivial. If the Ethics Committee decides that additional information is necessary to make this determination, the Ethics Committee Chair shall request that the Complainant provide additional information.
c. If the Ethics Committee determines that the Complaint has no basis for action under these Procedures, it will be dismissed by written notice from the Ethics Committee Chair to the Complainant and the Respondent. The Complainant may appeal the dismissal to the Board of Directors as described below in these procedures.
d. If the Ethics Committee determines that a potential violation of the Code of Ethics may exist, the Ethics Committee Chair shall provide written notice of the initiation of an investigation to the Complainant and to the Respondent
Section 2. Ethics Committee Investigations
a. For each Complaint deemed to involve a possible ethics violation, the Ethics Committee will conduct an investigation into its specific facts or circumstances to clarify, expand, or corroborate the information provided by the Complainant. The Ethics Committee may contact the Complainant and Respondent during the investigation for additional information. Other sources of information, which may include other individuals with knowledge of the matter or online resources, may also be used to obtain additional information related to the Complaint. If, in the Ethic Committee’s judgment, information is received that would be materially relevant to a disposition of the Complaint, such information may be shared with the parties to the extent the Committee determines that disclosure is warranted under the circumstances.
b. To ensure due process, in connection with such investigation, the Respondent will:
i. Have an opportunity to defend him/herself, and a reasonable period of time to prepare that defense.
ii. Have the right to legal counsel, at his/her own expense, if he or she wishes it.
iii. Have a right to a hearing before the Ethics Committee at a specific time that will allow him/her a proper opportunity to present his/her defense; however, the hearing shall not be a trial-type proceeding and strict rules of evidence and procedure shall not apply.
iv. Have the right to appeal a decision of the Ethics Committee to the Board.
c. No Board member with a conflict of interest with respect to the Complaint may participate in the investigation of the Complaint, including any related hearing conducted by the Ethics Committee. The Board may designate an alternate Board member to serve on the Ethics Committee in replacement of the conflicted Board member.
d. Hearings shall be conducted in accordance with procedures established by the Ethics Committee and communicated to the parties. However, as noted above, a hearing shall not be a trial-type proceeding. Failure by either party to attend a hearing shall not prevent the Ethics Committee from conducting the hearing to conclusion and adjudicating the Complaint.
Section 3. Ethics Committee Determinations
a. If upon review, the Ethics Committee determines that the Complaint should be dismissed, the Ethics Committee Chair shall inform the Complainant and Respondent in writing of the grounds for the dismissal as well as furnishing written notice of the Complainant’s right to appeal the dismissal as provided in Section 5 of this Article. Failure of a member to cooperate in an investigation of alleged violations by the member of the Code of Ethics is a factor that may be taken into account in determining sanctions against such member. Additionally, failure to cooperate is itself a violation of the Code of Ethics and may subject the non-cooperating member to any of the sanctions permitted under Section 4 of these Bylaws including expulsion from membership.
b. If following a hearing, the Ethics Committee determines that an ethics violation did occur, the Ethics Committee Chair shall advise the Complainant and the Respondent in writing that the investigation was conducted, a violation was established, and that the Committee decided upon the sanction(s) for such violation. The Respondent and the Complainant shall each receive a copy of the Committee’s findings and recommended sanction(s) in writing and be advised that the Respondent may appeal the findings and/or sanctions by submitting a written appeal to the President within fifteen (15) business days from the receipt of notice. If the Respondent submits an appeal, the Complainant will be given a copy and will be allowed to respond to the Respondent’s appeal within fifteen (15) business days.
Section 4. Code of Ethics Sanctions
a. The Ethics Committee shall determine the sanctions to be imposed on a Respondent determined to have violated the Code of Ethics. The sanctions applied must reasonably relate to the nature and the severity of the violation. The range of permissible sanctions shall include, but not be limited to: a letter of advice, a written warning, censure, probation, suspension and expulsion. In addition, whether or not it imposes sanctions, the Board may require any Respondent who has been found by the Ethics Committee to have violated the Code of Ethics to reimburse some or all of the actual costs incurred by the Association in connection with the processing, hearing and/or disposition of a Complaint.
b. If there is no timely appeal by the Respondent pursuant to Section 5 hereof, the sanction shall be implemented under authority of the Ethics Committee.
Section 5. Appeals
a. Appeals by the Respondent or the Complainant of a determination by the Ethics Committee under this Article must be submitted to the President in writing within fifteen (15) business days from receipt of the notice of the determination by the Ethics Committee, which should include a concise statement setting forth the specific grounds for the appeal to the Board.
b. The Board shall focus only on the determination as to whether the Ethics Committee’s finding of an ethics violation was inappropriate because of: (1) material errors of fact, or (2) failure of the Ethics Committee to conform to these policies and procedures. Only facts and conditions known to the Ethics Committee at the time of the Ethics Committee’s determination will be considered during an appeal.
c. No Board member who served on the Ethics Committee that made the determination may vote on the appeal(s); moreover, no one with any personal involvement in the alleged misconduct or who has a conflict of interest, whether real or perceived, in the matter under review may review the appeal(s).
d. The Board shall conduct and complete its review of the appeal in executive session during its next regularly scheduled meeting following receipt of the appeal, unless the Board determines that further time is required.
e. The decision of the Board shall affirm, modify, or overturn the determination of the Committee. The decision of the Board is final and binding on all parties.
f. The decision of the Board, including a statement of the grounds for the decision, shall be reported to the Ethics Committee, the Complainant, and the Respondent by the President.
Section 6. Committee Reports
The Chair of the Ethics Committee shall provide to the Board at its next regularly scheduled meeting (in executive session) a written report on all Complaints received since the Chair’s last report, including the nature, status and disposition of these complaints as well as the grounds for any dismissals. To the extent reasonably possible, the privacy of the parties shall be protected during the process and no names will be named unless an appeal has been filed pursuant to these rules.
Section 7. Powers of the Board to Impose Sanctions in Other Instances
Provided written notice and an opportunity to respond is given to any affected Regular or Affiliate member at least fifteen (15) business days prior to the date of any action hereafter set forth, the Board may by an affirmative vote of at least two thirds (2/3) of a quorum, without a hearing:
a. Terminate membership for ceasing to be actively engaged in the practice of legal search consulting as defined in Article III, Section;
b. Terminate membership for non payment of dues;
c. Suspend or expel a member in the event a member is adjudicated to have committed a crime (except minor offenses or traffic violation) or civil or criminal fraud; or
d. Impose an appropriate sanction for any action in violation of these Bylaws not set forth in sections (a) through (d) above.
Section 8. Reinstatement
Upon written request of a former member filed with the Vice President of Membership, by an affirmative vote of at least two thirds (2/3) of a quorum of the Board may reinstate such former members, on such terms and conditions as the Board may deem appropriate, except that no former member may be reinstated without first paying in full any delinquent dues or reimbursable costs owed to the Association and dues for the year in which reinstatement is sought.
Section 9. Conflicts of Interest
In order to ensure that the investigation, hearing, and decision making processes respecting sanctions imposed, and other actions taken for alleged violations of the Code of Ethics, or other actions taken under this Article, are as objective, impartial and conflict free as possible, no member of this Association shall participate in and/or vote as a member of the Ethics Committee, a hearing panel, or of the Board of Directors in any action to be taken against another member if the member has any direct or indirect interest (financial or otherwise) in the outcome of the matter.
Section 10. Interpretation
In order to assist members of the Association with compliance with the Code of Ethics, the Ethics Committee, with the approval of the Board of Directors, may publish, from time to time, interpretations of the Code of Ethics without identifying any of the parties involved or the dates of such violations.