abcopad REGIONAL BOARD

CONFLICT OF INTEREST POLICY

Purpose

This Conflict of Interest Policy for the ABCOPAD Regional Board serves to protect the Foundation’s interest when it is faced with a transaction or arrangement that may benefit the private interest of an officer, director, or employee of the ABCOPAD Regional Board. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest with respect to nonprofit and charitable organizations.

Definitions

  • Interested Person

Any director, principal officer, member of a committee with Board-delegated powers, or employee of the ABCOPAD Regional Board, who has a direct or indirect (by virtue of immediate family ties) 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:

  1. An ownership or investment interest in any entity with which the ABCOPAD Regional Board has a transaction or arrangement, or
  2. A compensation arrangement with the ABCOPAD Regional Board or with any entity or individual with which the Board has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with any entity with which the ABCOPAD Regional Board is negotiating or considering a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts and favors that are not insubstantial.

Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose to the President of the ABCOPAD Regional Board the existence of the financial interest and be given the opportunity to disclose all material facts in connection therewith. The self-disclosure will serve as notice of a conflict of interest unless overruled after consideration by the Board of Directors or its designated committee.

Procedures for Addressing Conflict of Interest

An interested person may make or attend a presentation, but after the presentation, she/he will leave the meeting during the discussion and the vote on the transaction or arrangement involving the conflict of interest.

The President of the ABCOPAD Regional Board or of its designated committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the Board of Directors or committee shall determine whether the ABCOPAD Regional Board 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.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine, by majority vote of the disinterested members, whether the transaction or arrangement is in the Board’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.

Violations of the Conflict of Interest Policy

If the Board of Directors or committee has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall direct the President to inform the party of the basis for such a belief and afford such party the opportunity to explain the alleged failure to disclose.

If, after hearing the response and making further investigation as warranted by the circumstances, the Board of Directors or committee determines that an actual or possible conflict of interest has not been disclosed, it shall take or recommend appropriate corrective or disciplinary action.

Records of Proceedings

The minutes of the Board of Directors and all committees with Board-delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest, the nature of the financial interest, and any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
  1. The names of the persons who were present for discussions and votes related 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.

Annual Statements

Each director, officer, and member of a committee with Board-delegated powers shall annually sign a statement that affirms she/he:

  1. Has received a copy of the conflict of interest policy
  2. Has read and understands the policy.
  3. Has agreed to comply with the policy.
  4. Understands that the ABCOPAD Regional Board is a nonprofit entity and in order to maintain its federal tax exemption must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Periodic Reviews

To ensure that the ABCOPAD Regional Board operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the Board of Directors will conduct periodic reviews of compensation arrangements to assure that compensation paid by the ABCOPAD Regional Board is reasonable as well as to assess whether contracts and consultant agreements conform to the Board’s policies and represent reasonable investments that advance the Board’s charitable purposes without resulting in excess private benefit.

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ABCOPAD REGIONAL BOARD

Annual Conflict of Interest Declaration

I, ______, declare that I:

  1. have received a copy of the conflict of interest policy.
  1. have read and understand the policy.
  2. have agreed to comply with the policy.
  3. understand that the ABCOPAD Regional Board is a nonprofit entity and in order to maintain its federal tax exemption must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

I further declare that I am and have been in compliance with the policy and do not have a financial interest or conflict of interest as defined therein (or if I have such a financial interest or conflict of interest, it is described below).
Signed: ______
Dated: ______

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