Conflict of Interest Policy

Blaisdell Family National Association

 

Article I

Purpose

 

The purpose of the conflict of interest policy is to protect this tax-exempt Associationís (Association) 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 or federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

 

Article II

Definitions

 

  1. 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.

 

  1. Financial Interest

      A person has a financial interest if the person has, directly or indirectly, through business,  investment or family:

 

    1. An ownership or investment interest in any entity with which the Association has a transaction or agreement.

    2. A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or

    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association 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 agreement.

 

 

 

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 Association 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 officers of the Executive Committee whether the transaction or arrangement is in the Associationís 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 

                        a.   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 believe and afford the member an opportunity to explain the alleged failure to disclose.

                        b.   If, after hearing the memberís response and after making further investigation as warranted by the circumstances, the Board of Directors or committee  determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

           

IV

Records of Proceedings

 

The minutes of the Executive Committee and all committees with board delegated powers shall contain:

 

a.       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 Executive Committeeís or committeeís decision as to whether a conflict of interest in fact existed.  

b.       The names of the persons who were present or discussions and vote 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.

 

Article V

Compensation

 

  1. A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that memberís compensation.

  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that memberís compensation.

  3. No voting member of the Executive Committee or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly,

      from the Association, either individually or collectively, is prohibited from providing       information to any committee regarding compensation.

 

Article VI

Annual Statements

 

Each elected or appointed member of the Executive Committee and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

 

  1. Has received a copy of the conflicts of interest policy.

  2. Has read and understands the policy,

  3. Has agreed to comply with the policy, and

  4. Understands the Association 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 Association 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:

 

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of armís length bargaining.

  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Associationís 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 Association may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board its responsibility for ensuring periodic reviews are conducted.