Fillable Printable Conflict of Interest Policy Sample

Conflict of Interest Policy Sample

[name of organization]

CONFLICT OF INTEREST POLICY

SECTION 1. PURPOSE:

____________ is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt

status is important both for its continued financial stability and for public support. Therefore, the

IRS as well as state regulatory and tax officials view the operations of ____________ as a public

trust, which is subject to scrutiny by and accountable to such governmental authorities as well as

to members of the public.

Consequently, there exists between ____________ and its board, officers, and

management employees and the public a fiduciary duty, which carries with it a broad and

unbending duty of loyalty and fidelity. The board, officers, and management employees have

the responsibility of administering the affairs of ____________ honestly and prudently, and of

exercising their best care, skill, and judgment for the sole benefit of ____________. Those

persons shall exercise the utmost good faith in all transactions involved in their duties, and they

shall not use their positions with ____________ or knowledge gained therefrom for their

personal benefit. The interests of the organization must be the first priority in all decisions and

actions.

SECTION 2. PERSONS CONCERNED:

This statement is directed not only to directors and officers, but to all employees who can

influence the actions of ____________. For example, this would include all who make

purchasing decisions, all persons who might be described as "management personnel," and

anyone who has proprietary information concerning ____________.

SECTION 3. AREAS IN WHICH CONFLICT MAY ARISE:

Conflicts of interest may arise in the relations of directors, officers, and management

employees with any of the following third parties:

1. Persons and firms supplying goods and services to ____________.

2. Persons and firms from whom ____________ leases property and equipment.

3. Persons and firms with whom ____________ is dealing or planning to deal in

connection with the gift, purchase or sale of real estate, securities, or other

property.

4. Competing or affinity organizations.

5. Donors and others supporting ____________.

6. Agencies, organizations. and associations which affect the operations of

____________.

7. Family members, friends, and other employees.

SECTION 4. NATURE OF CONFLICTING INTEREST:

A conflicting interest may be defined as an interest, direct or indirect, with any persons or

firms mentioned in Section 3. Such an interest might arise through:

1. Owning stock or holding debt or other proprietary interests in any third party

dealing with ____________.

2. Holding office, serving on the board, participating in management, or being

otherwise employed (or formerly employed) with any third party dealing with

____________.

3. Receivin g remuneration for services with respect to individual transactions

involving ____________.

4. Using ____________’s time, personnel, equipment, supplies, or good will for

other than ____________-approved activities, programs, and purposes.

5. Receiving personal gifts or loans from third parties dealing or competing with

____________. Receipt of any gift is disapproved except gifts of a value less

than $50, which could not be refused without discourtesy. No personal gift of

money should ever be accepted.

SECTION 5. INTERPRETATION OF THIS STATEMENT OF POLICY:

The areas of conflicting interest listed in Section 3, and the relations in those areas which

may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other

areas or through other relations. It is assumed that the directors, officers, and management

employees will recognize such areas and relation by analogy.

The fact that one of the interests described in Section 4 exists does not necessarily mean

that a conflict exists, or that the conflict, if it exists, is material enough to be of practical

importance, or if material, that upon full disclosure of all relevant facts and circumstances it is

necessarily adverse to the interests of ____________.

However, it is the policy of the board that the existence of any of the interests described

in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing

responsibility of the board, officers, and management employees to scrutinize their transactions

and outside business interests and relationships for potential conflicts and to immediately make

such disclosures.

SECTION 6. DISCLOSURE POLICY AND PROCEDURE:

Transactions with parties with whom a conflicting interest exists may be undertaken only

if all of the following are observed:

1. The conflicting interest is fully disclosed;

2. The person with the conflict of interest is excluded from the discussion and

approval of such transaction;

3. A competitive bid or comparable valuation exists; and

4. The [board or a duly constituted committee thereof] has determined that the

transaction is in the best interest of the organization.

Disclosure in the organization should be made to the chief executive officer (or if she or

he is the one with the conflict, then to the board chair), who shall bring the matter to the attention

of the [board or a duly constituted committee thereof]. Disclosure involving directors should be

made to the board chair, (or if she or he is the one with the conflict, then to the board vice-chair)

who shall bring these matters to the [board or a duly constituted committee thereof].

The [board or a duly constituted committee thereof] shall determine whether a conflict

exists and in the case of an existing conflict, whether the contemplated transaction may be

authorized as just, fair, and reasonable to ____________. The decision of the [board or a duly

constituted committee thereof] on these matters will rest in their sole discretion, and their

concern must be the welfare of ____________ and the advancement of its purpose.

[name of organization]

CONFLICT OF INTEREST DISCLOSURE STATEMENT

Preliminary note: In order to be more comprehensive, this statement of disclosure/questionnaire

also requires you to provide information with respect to certain parties that are related to you.

These persons are termed “affiliated persons” and include the following:

a. your spouse, domestic partner, child, mother, father, brother or sister;

b. any corporation or organization of which you are a board member, an officer, a

partner, participate in management or are employed by, or are, directly or

indirectly, a debt holder or the beneficial owner of any class of equity securities;

and

c. any trust or other estate in which you have a substantial beneficial interest or as to

which you serve as a trustee or in a similar capacity.

1. NAME OF EMPLOYEE OR BOARD MEMBER: (Please print)

________________________________________________________________

2. CAPACITY: ______board of directors

______executive committee

______officer

______committee member

______staff (position): ____________

3. Have you or any of your affiliated persons provided services or property to

____________ in the past year?

_____YES _____NO

If yes, please describe the nature of the services or property and if an affiliated person is

involved, the identity of the affiliated person and your relationship with that person:

_______________________________________________________________________

4. Have you or any of your affiliated persons purchased services or property from

____________ in the past year?

_____YES _____NO

If yes, please describe the purchased services or property and if an affiliated person is involved,

the identity of the affiliated person and your relationship with that person:

___________________________________________________________________________

5. Please indicate whether you or any of your affiliated persons had any direct or indirect

interest in any business transaction(s) in the past year to which ____________ was or is a

party?

_____YES _____NO

If yes, describe the transaction(s) and if an affiliated person is involved, the identity of the

affiliated person and your relationship with that person:

___________________________________________________________________________

6. Were you or any of your affiliated persons indebted to pay money to ____________ at

any time in the past year (other than travel advances or the like)?

_____YES _____NO

If yes, please describe the indebtedness and if an affiliated person is involved, the identity of the

affiliated person and your relationship with that person:

___________________________________________________________________________

7. In the past year, did you or any of your affiliated persons receive, or become entitled to

receive, directly or indirectly, any personal benefits from ____________ or as a result of

your relationship with ____________, that in the aggregate could be valued in excess of

$1,000, that were not or will not be compensation directly related to your duties to

____________?

_____YES _____NO

If yes, please describe the benefit(s) and if an affiliated person is involved, the identity of the

affiliated person and your relationship with that person:

____________________________________________________________________________

__________________________________________________________________________

8. Are you or any of your affiliated persons a party to or have an interest in any pending

legal proceedings involving ____________?

_____YES _____NO

If yes, please describe the proceeding(s) and if an affiliated person is involved, the identity of the

affiliated person and your relationship with that person:

___________________________________________________________________________

9. Are you aware of any other events, transactions, arrangements or other situations that

have occurred or may occur in the future that you believe should be examined by

____________’s [board or a duly constituted committee thereof] in accordance with the

terms and intent of ____________’s conflict of interest policy?

_____YES _____NO

If yes, please describe the situation(s) and if an affiliated person is involved, the identity of the

affiliated person and your relationship with that person:

____________________________________________________________________________

I HERBY CONFIRM that I have read and understand ____________’s conflict of interest policy

and that my responses to the above questions are complete and correct to the best of my

information and belief. I agree that if I become aware of any information that might indicate that

this disclosure is inaccurate or that I have not complied with this policy, I will notify [designated

officer or director] immediately.

___________________________________ __________________

Signature Date

[name of organization]

GIFT POLICY AND DISCLOSURE FORM

As part of its conflict of interest policy, ____________ requires that directors, officers

and employees decline to accept certain gifts, consideration or remuneration from individuals or

companies that seek to do business with ____________ or are a competitor of it. This policy and

disclosure form is intended to implement that prohibition on gifts.

Section 1. “Responsible Person” is any person serving as an officer, employee or a

member of the board of directors of ____________.

Section 2. “Family Member” is a spouse, domestic partner, parent, child or spouse of

a child, or a brother, sister, or spouse of a brother or sister, of a

Responsible Person.

Section 3. “Contract or Transaction” is any agreement or relationship involving the

sale or purchase of goods, services or rights of any kind, receipt of a loan

or grant, or the establishment of any other pecuniary relationship. The

making of a gift to ____________ is not a “contract” or “transaction.”

Section 4. Prohibited gifts, gratuities and entertainment. Except as approved by the

Chairman of the Board or his designee or for gifts of a value less than $50

which could not be refused without discourtesy, no Responsible Person or

Family Member shall accept gifts, entertainment or other favors from any

person or entity which:

1. Does or seeks to do business with ____________ or,

2. Does or seeks to compete with ____________ or,

3. Has received, is receiving, or is seeking to receive a Contract or

Transaction with ____________.

GIFT STATEMENT

I certify that I have read the above policy concerning gifts, and I agree that I will not accept gifts,

entertainment or other favors from any individual or entity, which would be prohibited by the

above policy. Following my initial statement, I agree to provide a signed statement at the end of

each calendar year certifying that I have not received any such gifts, entertainment or other

favors during the preceding year.

____________________________________ ___________________

Signature Date

AG: 514781,v. 01