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| ====Board Proposal 001==== | ====Board Proposal 001==== | ||
| ===Summary Details=== | ===Summary Details=== | ||
| - | * Sponsor: Brian Adams | + | * Sponsor: [[Brian Adams]] |
| - | * Co-Sponsor: | + | * Co-Sponsor: [[Timothy Schmidt]] |
| - | * Status: Draft | + | * Status: Approved at [[20120516 Minutes|5/16/2012 board meeting]] |
| + | * Effective date: XX/XX/XXXX @ XX:XX (24 hours after notice of board ratification) | ||
| ===Abstract=== | ===Abstract=== | ||
| A proposal to adopt a conflict of interest policy consistent with IRS 501(c)(3) rules. | A proposal to adopt a conflict of interest policy consistent with IRS 501(c)(3) rules. | ||
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| ==Article III== | ==Article III== | ||
| ==Procedures== | ==Procedures== | ||
| - | 1. Duty to Disclose | + | - **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 or arrangement. |
| - | In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest | + | - **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 meeting 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. |
| - | and be given the opportunity to disclose all material facts to the directors and members of committees with governing board | + | - **Procedures for Addressing the Conflict of Interest** |
| - | delegated powers considering the proposed transaction or arrangement. | + | - 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. |
| - | 2. Determining Whether a Conflict of Interest Exists | + | - 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 disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave | + | - After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. |
| - | the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The | + | - If a more advantageous transaction or arrangement 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 transaction 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. |
| - | remaining board or committee members shall decide if a conflict of interest exists. | + | - **Violations of the Conflicts of Interest Policy** |
| - | 3. Procedures for Addressing the Conflict of Interest | + | - 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 for such belief and afford the member an opportunity to explain the alleged failure to disclose. |
| - | a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she | + | - If, after hearing the member’s 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. |
| - | shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of | + | ==Article IV== |
| - | interest. | + | ==Records of Proceedings== |
| - | b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to | + | The minutes of the governing board and all committees with board delegated powers shall contain: |
| - | investigate alternatives to the proposed transaction or arrangement. | + | - 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 taken 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. |
| - | c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with | + | - 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. |
| - | reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of | + | ==Article V== |
| - | interest. | + | ==Compensation== |
| - | d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of | + | - 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. |
| - | interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction | + | - A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. |
| - | or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with | + | - No voting member of the governing board or 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. |
| - | the above determination it shall make its decision as to whether to enter into the transaction or arrangement. | + | ==Article VI== |
| + | ==Annual Statements== | ||
| + | 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 exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. | ||
| + | ==Article VII== | ||
| + | ==Periodic Reviews== | ||
| + | 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 a minimum, include the following subjects: | ||
| + | - Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. | ||
| + | - Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. | ||
| + | ==Article VIII== | ||
| + | ==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. | ||