The purpose of this Conflict of Interest Policy is to protect the interests of the Organization for Ethical Source (hereafter referred to as the “Organization”) when it is contemplating entering into a transaction or arrangement that might benefit the private interests of a member of the Board of Directors, an officer, or the Executive Director. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit organizations.
Any member of the Board of Directors, officer, or Executive Director who has a direct or indirect financial interest, as defined below, is an “Interested Person.”
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
A conflict of interest arises when an Interested Person’s personal interests could interfere with their ability to act in the best interests of the Organization.
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 Board of Directors.
After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board of Directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
An Interested Person with a conflict of interest shall not participate in any discussions or vote on the matter giving rise to the conflict. They must recuse themselves from the Board discussion and vote.
If it is determined that a conflict of interest exists, the Board of Directors shall determine whether the Organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors 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. Based on this determination, the Board shall decide whether to enter into the transaction or arrangement.
If the Board of Directors has reasonable cause to believe that an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform the Interested Person of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose.
If, after hearing the Interested Person’s response and after making further investigation as warranted by the circumstances, the Board determines that the Interested Person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
The minutes of the Board of Directors meetings shall contain:
A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
Each director, officer, and Executive Director shall annually sign a statement which affirms that such person:
To ensure that 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. These reviews shall, at a minimum, include the following subjects:
When conducting the periodic reviews as provided for in Section 10, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.
This policy must be reviewed and acknowledged annually by all directors, officers, and the Executive Director of the Organization.