5.5. Conflict of Interest

Diversity Council

Conflict of Interest Policy

Introduction

This policy is designed to help Board members, employees, and volunteers of the Diversity Council identify situations that present potential conflicts of interest and to provide a procedure which will allow a contract or transaction to be treated as valid and binding even though a Board member, employee, or volunteer has or may have a conflict of interest with respect to the transaction.

This policy also helps ensure that Board members, employees, and volunteers fulfill their legal and fiduciary responsibilities, including their duty of loyalty to the nonprofit organization they serve.

Definitions

A conflict of interest occurs when the Diversity Council enters into a contract or transaction with a Board member, employee, volunteer, or family member or enters into a contract or transaction with an entity in which a Board member, employee, volunteer, or family member has a material financial interest.

A contract or transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the provision or receipt of a grant or loan, or the establishment of any other type of pecuniary relationship.  The making of a gift to the Diversity Council is not a contract or transaction.

A family member is a spouse, domestic partner, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister of a Board member, employee, or volunteer.

A material financial interest in an entity is a financial interest of any kind that is substantial enough that it could affect a person’s judgment with respect to a contract or transaction with that entity.

Disclosure

Each Board member, employee, and volunteer of the Diversity Council who has decision-making authority shall annually complete a disclosure form that identifies any relationships, positions, or circumstances in which the person or a family member is involved that could contribute to a conflict of interest. Such relationships, positions, or circumstances might include employment, ownership of a business, or service as a director or consultant to another nonprofit organization.  The form shall be updated mid-year if circumstances change. 

Procedures in Case of Conflict of Interest

Prior to Board action on a contract or transaction involving a conflict of interest, the Board member, employee, or volunteer having a real or apparent conflict of interest shall disclose all facts material to the conflict.  He or she must abstain from:

(1)     participating in discussions or deliberations with respect to the subject of the conflict, other than to present factual information or to answer questions,

(2)     using his or her personal influence to affect deliberations, and

(3)     voting and being present when the vote is taken.

The Board shall ensure that the following conditions are reflected in the minutes of the meeting during which a transaction or contract is authorized or approved:

(1) The individual with a real or apparent conflict of interest was excluded from the discussion and voting and was not counted in the quorum necessary for a vote.

(2)   The material facts as to the contract or transaction and the Board member’s, employee’s, or volunteer’s interest were fully disclosed.

(3)   The contract or transaction was fair and reasonable when it was authorized or approved and in the best interest of the Diversity Council.

If an employee or volunteer with decision-making authority has a real or apparent conflict of interest, he or she must obtain approval from the Board of Directors before entering into a contract or transaction, even if that employee or volunteer would otherwise have the authority to enter into a contract or transaction of that size and type.

Record Keeping

The Executive Director will ensure that the Disclosure Forms are completed annually and filed with the corporation’s official records.  Any changes to the policy shall be communicated immediately to all affected parties.
Interest Disclosure Form

Employer:                                                                                                                                                                       

Businesses you own or have a financial interest in:                                                                                               

Other Boards or governing bodies you serve on:                                                                                                   

Publicly elected positions:                                                                                                                                           

Any other relationships, positions, or circumstances in which you are involved that could contribute to a conflict of interest, as defined by the Diversity Council’s Conflict of Interest Policy.

I hereby certify that the information set forth above is true and complete to the best of my knowledge.  I have reviewed, and agree to abide by, the Conflict of Interest Policy of the Diversity Council.

Signature:                                                                                                        

Date:                                               

Print Name:                                                                                                 

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