The purpose of the conflict of interest policy is to protect this tax exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or that possible might result in a possible excess benefit transaction. The policy is intended to to supplement but not replace any applicable state or federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Any director, principal officer or member of a committee with governing board delegated powers that has a direct or indirect financial interest is an interested person as defined below.
A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
- An ownership or investment interest in any entity that the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction arrangement, or
- A potential ownership or investment in, or compensation arrangement with any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest if not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
1.Duty to Disclose
In connection with any actual or possible conflict of interest an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction of arrangement.
2.Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts and after any discussion with the interested person, he/she shall leave the governing board or committee while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists
3.Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the governing board or committee meeting but after the presentation he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction of arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction is not reasonably possible under circumstances not producing a conflict of interest the governing board or committee shall determine by a majority vote of the disinterested directors whether the transactions or arrangement is in the Organization’s best interest for its own benefit and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4.Violations of the Conflicts of Interest Policy
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest it shall inform the member of the basis of such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If after hearing the members’ response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action to determine whether a conflict of interest was present and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflicts of interest policy
- Has read and understands the policy
- Has agreed to comply with the policy and
- Understands the Organization is charitable and in order to maintain its federal tax-exempt purposes.
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent information, and the results of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangement with management organizations conform to the Organizations’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not results in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
The Undersigned, Secretary of this Corporation, hereby certify that Conflict of Interest Policy of this Corporation was duly adopted as of the 27 day of August 2013.
By Secretary: Marquis Vawter