Policy Name: Conflict of Interest Policy/ Disclosure Form
DISCLOSURE FORM

Purpose

The purpose of the Conflicts of Interest policy is to protect VORP’s interest when it is contemplating entering into a transaction or arrangement that:

  1. might benefit, or appear to benefit the private interest of a Board member or officer or of VORP, or
  2. put a staff member in the position of supervising the paid or volunteer activity of a Board member.
 

Definitions

1. Interested Person

An Interested Person is any person serving as an officer, director, employee or member of VORP’s board of directors or a member of a committee with Board delegated powers.

2.  Family Member

A Family Member is a spouse, domestic partner, parent, brother, sister, child, spouse of a child, or spouse of a brother or sister.

3. Financial Interest

An Interested Person has a Financial Interest if that person has, directly or indirectly, through business, investment or through a Family Member:

  1. an ownership or investment interest in any entity with which VORP has a transaction or arrangement, or
  2. a compensation arrangement with VORP or with an entity or individual with which VORP has a transaction or arrangement, or
  3. a potential ownership or investment interest in, or compensation arrangement with, an entity or individual with which VORP is negotiating a transaction or arrangement.

 

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

4. Supervisory Conflict of Interest

A Supervisory Conflict of Interest occurs when VORP enters into an arrangement that will put a staff member in the position of supervising the paid or volunteer activity of a Board member.

A Financial Interest of an Interested Person or a Supervisory Conflict of Interest may be deemed permissible by the Board under the procedures outlined below.
 

Procedures

1. Duty to Disclose
Prior to board or committee action on a Conflict of Interest, the Interested Person must disclose the existence and nature of his or her Financial Interest or Supervisory Conflict of Interest and all material facts to the directors and members of the committees with board delegate powers considering the proposed transaction or arrangement.

2.Procedures for Addressing the Conflict of  Interest

  1. an Interested Person may make a presentation at the board or committee meeting, but after such presentation, he or she shall leave the meeting while the determination of the acceptability of a conflict of interest is discussed and consensus is reached. 
  2. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. If a more advantageous arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by consensus of the disinterested directors whether the arrangement is in VORP’s best interest and for its own benefit and is therefore acceptable.

3.Violation of the Conflicts of Interest Policy

  1. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain.
  2. If, after the response of the member and making further investigation, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
 

Records of Proceedings

 

The Minutes of the board 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 in relation to an actual or possible conflict of interest or a Supervisory Conflict of Interest.
  2. The nature of the Financial Interest or Supervisory Conflict of Interest.
  3. Any action to determine whether a Conflict of Interest was present.
  4. The Board’s or Committee’s decision as to whether a conflict of interest in fact existed.
  5. The names of persons who were present for discussion and consensus reaching.
 

Annual Statement and Reviews

1. Each director, principal officer, member of a committee with board delegated powers shall annually sign a statement that 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 that VORP is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.

 

2.Each director, principal officer, member of a committee with board delegated powers shall annually complete a Conflict of Interest Information Form.

3.This policy shall be reviewed annually by each member of the Board of Directors and appropriate changes made.

Affirmed:  December 12, 2002