Code of Ethics

Approved by the Board of Directors on March 12, 2014; Amended December 14, 2021

Code of Ethics / Conflict of Interest Policy

The Committee of Seventy is an independent nonprofit and nonpartisan advocate for better government in Philadelphia and the Commonwealth of Pennsylvania. The vitality and value of Seventy depends upon maintaining an impeccable reputation as a strictly non-partisan, independent organization that observes and fosters the adoption of the highest ethical standards. To that end, all activity conducted by, at, or on behalf of Seventy must be in full compliance with those ethical standards and the law, and consistent with Seventy’s non-partisan status.

This Code of Ethics/Conflicts of Interest policy (Code) addresses conduct to be followed by Seventy’s Directors and senior management, as well as matters that may present actual or apparent conflicts of interest. If Seventy is to credibly urge public officials to adhere to a strict code of ethical conduct, it is incumbent upon the organization to also establish and enforce ethical behavior for its Directors and senior management.

This Code will be made available to all affected individuals and will also appear on Seventy’s website. Any specific questions regarding the interpretation or application of this Code should be directed to Seventy’s Nominating & Governance Committee, which is responsible for administering and enforcing this Code. All inquiries will be held in strict confidence.

For purposes of this Code, the term “Directors” includes all members of the Board of Directors, including those who serve on the Executive Committee, President and CEO and Vice Presidents holding senior management positions at Seventy.

The term “immediate family” as used herein includes spouses, domestic partners and financially dependent children residing in the Director’s household.

1. Eligibility for Membership

Individuals who are interested in the mission and activities of Seventy are eligible for membership on the Board of Directors. The following individuals will not be considered for membership:

1. Candidates for elected governmental office as defined by any law or ordinance.
2. Elected governmental officeholders.
3. Holders of governmental positions, including, but not limited to, memberships on Boards, Commissions and Task Forces, elected or appointed, if they receive more than de minimis compensation, subject to a waiver by the Chairman and the Nominating & Governance Committee; and
4. Holders of official positions with any federal, state or local political party organization. Individuals who serve as committee people or on an Election Board in a voting division are eligible for membership.

To ensure transparency regarding all affiliations that may potentially raise questions about conflicts of interest, even if such affiliations do not disqualify an individual from membership, a Director must disclose to the Nominating & Governance Committee immediately, and in writing, if the Director or any person in the Director’s immediate family of which the Director becomes aware:

• Assumes an office or position that would disqualify an individual as a Director of Seventy.
• Assumes any governmental or political party position, regardless of whether any compensation is received.
• Engages in any other relationship that could reasonably cause a conflict with Seventy.

2. Annual Conflicts of Interest and Disclosure Statement (“Disclosure Statement”)

Directors are expected to comply with the disclosure requirements set forth in this Code. All Directors shall execute a Disclosure Statement no later than April 15th of each year. It is also every Director’s obligation to update the Disclosure Statement to reflect any changes. The Nominating & Governance Committee shall review such statements and address any apparent or actual violation or conflict of interest as stated in this Code. Failure to submit the Disclosure Statement may be grounds for asking a Director to resign from Seventy before the completion of his or her term. In addition, the Secretary shall circulate the Disclosure Statements (or a detailed summary thereof) to the full board for review and discussion as part of a regularly occurring board meeting at least annually, and shall file the Disclosure Statements (or a summary thereof) with the meeting minutes.

3. Participation in Political Campaigns

Many of Seventy’s Directors, their immediate families and their companies or firms are involved in the political process by supporting candidates for elected office or current officeholders. It is often their activism that attracts them to joining the Board of Directors and championing Seventy’s mission. These provisions are not intended in any way to discourage political engagement, but to instead protect Seventy, its Directors and their immediate families from any real or perceived conflicts of interest.

1. Political Contributions. Directors or members of their immediate families are entitled to make contributions to candidates for elected office or to current officeholders both personally or through a political action committee of their company/firm as long as they comply with all relevant legal restrictions on contributions. There is no obligation to disclose those contributions to Seventy.
2. Soliciting Contributions. Directors or members of their immediate families are free to solicit contributions on behalf of, or hold fundraisers for, candidates for elected office or current officeholders. There is no obligation to disclose these activities to Seventy; however, disclosure is strongly recommended to avoid any perceived conflict.
3. Direct Political Service. Directors or members of their immediate families who assume an official paid position with, or serve on the finance committee of, a political party, organization, campaign or candidate are obligated to disclose the existence of these positions to Seventy.
4. Professional Services. Directors or members of their immediate families who render individually, or have personal knowledge that a company or firm of which he or she is a member renders, any paid or pro bono professional services to a political party, organization, campaign or candidate are obligated to disclose the existence of these services to Seventy. In no event shall a Director be required to disclose any information where to do so violates, or would potentially violate, any ethical obligations required by the Director’s profession.

4. Conflicts of Interest

Occasions may arise when a Director, or a person in a Director’s immediate family, has a direct or indirect financial interest in or relationship with a transaction, contract or arrangement upon which action is to be taken or withheld by Seventy.

1. Any financial interest or relationship shall be disclosed by the interested Director to Seventy’s Nominating & Governance Committee. Such disclosure shall be included in the Disclosure Statement signed by the Director or, if not previously disclosed in such statement, in the minutes of the meeting when the matter at interest comes up for action by the Executive Committee, the Board of Directors, or any Seventy committee, subcommittee or working group.
2. The Director having a financial interest in or relationship with any matter shall not participate with respect to the matter. The minutes of the meeting shall reflect the disclosure made and the abstention from participation by the Director.
3. The President and CEO of Seventy may authorize any contract or transaction between Seventy and a Director, or between Seventy and any corporation, partnership, association, venture or other organization in which a Director is a trustee, director or officer, or has a financial interest, that is not in violation of any applicable law. In case of such approval, the contract or transaction shall be reported to the Nominating & Governance Committee.
4. Any transfer to or use by or for the benefit of a Director of the income or assets of Seventy, except by purchase for fair market value, is prohibited.
5. Accepting or soliciting gifts, favors or inducements of any value in exchange for exercising influence within Seventy on its positions or policies is prohibited.

5. Compensation

Directors shall serve without compensation for their service as Directors, but may be reimbursed for all expenses reasonably incurred on behalf of Seventy, as approved by the President and CEO. This provision does not apply to any employees of Seventy.

6. Confidentiality

Directors may possess or have access to confidential and sensitive information, the release of which could be detrimental, legally or otherwise, to Seventy or to individuals and persons with which Seventy does business. All Directors have an obligation to safeguard such information from disclosure, unless the President and CEO of Seventy otherwise determines that the information can be made public. Whether or not information is confidential, no Director is authorized to speak on behalf of Seventy unless approved in advance by the President and CEO or the Board Chairman.

7. Violation of the Code

If there is an allegation that a Director is in violation of any section of this Code:

1. The Director shall receive a letter from the Nominating & Governance Committee requesting an explanation in writing. If such explanation reveals that a violation has occurred, or if the requested explanation is not offered, the Director shall be asked to appear before the Nominating & Governance Committee.
2. If the Nominating & Governance Committee determines that a violation or conflict of interest has occurred, it may recommend measures that it considers appropriate, ranging from recusal to resignation as deemed to be in the best interests of Seventy. All such recommendations must be approved by the Chairman and President and CEO.
3. The Nominating & Governance Committee may disclose or authorize disclosure of any violation of this Code to the Executive Committee and, with the approval of the Executive Committee, to the Board.

8. Adoption and Amendment of Code

The Nominating & Governance Committee shall periodically review the Code and submit any recommendations for amendment to the Board or Executive Committee for approval.