Section 1: Purpose The purpose of this Conflict of Interest Policy is to protect the Organization’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Board member, officer, or staff member or might result in a possible excess benefit transaction.

Section 2: Definitions

  • Conflict of Interest: A situation in which a Board member, officer, or staff member has a personal or financial interest that could interfere with their ability to act in the best interests of the Organization.
  • Interested Person: Any Board member, officer, or staff member who has a direct or indirect financial interest, as defined below.
  • Financial Interest: A person has a financial interest if they have, directly or indirectly, through business, investment, or family:
    • An ownership or investment interest in any entity with which 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 or arrangement.
    • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Section 3: Procedures

  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 all material facts to the Board.
  2. Determining Whether a Conflict Exists: After disclosure of the financial interest and all material facts, the Board shall determine if a conflict of interest exists.
  3. Addressing the Conflict:
  • An interested person shall recuse themselves from discussions and voting on matters involving the conflict.
  • The Board may approve the transaction or arrangement if it is determined to be in the best interest of the Organization and fair and reasonable to the Organization.

Section 4: Documentation The Board shall document all proceedings related to conflicts of interest in the minutes of the meeting, including the disclosure, discussion, and decision.

Section 5: Annual Statements Each Board member, officer, and staff member shall annually sign a statement affirming that they:

  1. Have received a copy of the Conflict of Interest Policy.
  2. Have read and understand the Policy.
  3. Agree to comply with the Policy.