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| - | ====Board Proposal 001==== | ||
| - | ===Summary Details=== | ||
| - | * Sponsor: Brian Adams | ||
| - | * Co-Sponsor: | ||
| - | * Status: Draft | ||
| - | ===Abstract=== | ||
| - | A proposal to adopt a conflict of interest policy consistent with IRS 501(c)(3) rules. | ||
| - | |||
| - | ===References=== | ||
| - | * [[http://www.irs.gov/pub/irs-pdf/i1023.pdf|IRS Form 1023 Instructions]] (See Appendix A) | ||
| - | * [[http://www.irs.gov/pub/irs-pdf/f1023.pdf|IRS Form 1023]] (See Part V, line 5a) | ||
| - | |||
| - | ===Proposal=== | ||
| - | The Board of Directors adopts the following policy: | ||
| - | |||
| - | ==Article I== | ||
| - | |||
| - | ==Purpose== | ||
| - | |||
| - | The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) 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 might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any | ||
| - | applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. | ||
| - | ==Article II== | ||
| - | ==Definitions== | ||
| - | - **Interested Person** Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. | ||
| - | - **Financial Interest** 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 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, or | ||
| - | - 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. | ||
| - | | ||
| - | Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. | ||
| - | |||
| - | A financial interest is 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. | ||
| - | ==Article III== | ||
| - | ==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 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. | ||
| - | 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 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. | ||
| - | 3. Procedures for Addressing the Conflict of Interest | ||
| - | a. 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. | ||
| - | b. 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. | ||
| - | c. 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. | ||
| - | d. 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. | ||