Council of the Southern Mountains

 

COUNCIL OF THE SOUTHERN MOUNTAINS
POLICY AND PROCEDURE MANUAL

CONFLICT OF INTEREST POLICY AND DISCLOSURE STATEMENT FOR DIRECTORS AND STAFF

DATE OF ISSUE: March 25, 2006

DATE OF REVISION:

I. POLICY

The purpose of this conflict of interest policy is to protect this agency’s tax-exempt status whenever the Council is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of this entity or that might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit organizations.

II. DISCUSSION

It is important for the Council of the Southern Mountains (CSM) Directors and Staff to be aware that both real and apparent conflicts of interest or dualities of interest sometimes occur in the course of conducting the affairs of CSM and that the appearance of conflict can be troublesome even if there is in fact no conflict whatsoever. Conflicts occur because the many persons associated with CSM should be expected to have, and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community. In these situations a person will sometimes owe identical duties of loyalty to two or more organizations.

Conflicts are undesirable because they potentially or apparently place the interests of others ahead of CSM’s obligations to its charitable purposes and to the public interest. Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long range best interests of CSM do not require the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.

III. PROCEDURES

Therefore, because CSM’s Directors and Staff may be involved with other organizations that may have business dealings or affiliations with or seek grants from CSM, the following general principles are established:

1 Each member of the Board of Directors and the Staff of CSM has a duty of loyalty to CSM. The duty of loyalty generally requires a Director or staff member to prefer the interests of CSM over the director’s/staff’s interest or the interests of others. In addition, Directors and staff of CSM shall avoid acts of self-dealing which may adversely affect the tax-exempt status of CSM or cause there to arise any sanction or penalty by a governmental authority.

2 In the event any Director or a member of his or her family has a personal or business interest in, or is involved in any way with, an organization with which the Board is considering a grant request or business contract, such interest or involvement shall be disclosed to the Board. In such event, the interested Director shall neither vote nor participate in the discussion of the matter. The interested Director shall be excused from the actual discussion and presence at that portion of the meeting when the matter giving rise to the apparent conflict is discussed. However, any Director who is excluded from voting or presence pursuant to this policy may answer pertinent questions of other Directors and be present when the interested Director’s knowledge regarding the matter will assist the Board.

3 The person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of that particular vote.

4. The minutes of the meeting shall indicate that the interested
Director disclosed the interest or involvement in the matter being considered by the board, recused herself/himself from the discussion, and abstained from voting on the matter.

5. Each Board member and CSM staff person shall annually sign a
Statement, the CSM form attached, which affirms the following:

a. Directors and staff received a copy of the Conflict of Interest
Policy
b. Each person has read and understands the Policy
c. Has agreed to comply with the Policy
d. Understands that CSM is a nonprofit and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish its tax-exempt purposes.

IV. Reporting Procedures

A. Directors, Staff or members of the public with any questions, problems, or complaints regarding a violation of this policy, must communicate concerns to the Executive Director of the agency. If any staff person feels uncomfortable informing the Executive Director, then the President of the Board of Directors or any Board Officer shall be contacted.


COUNCIL OF THE SOUTHERN MOUNTAINS

CONFLICT OF INTEREST INFORMATION/DISCLOSURE FORM


Name:________________________________________Date:_____________________

Affiliation to the Agency: (Circle One) Board Member Staff Other-explain:

________________________________________________________________________

Please describe below any relationships, positions or circumstances in which you are involved that you believe could contribute to a Conflict of Interest, as defined by the Council of the Southern Mountains Policy on Conflicts of Interest.






















I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have read, understand and agree to abide by the CSM Conflict of Interest policy. I further agree to report any possible conflicts as they might arise apart from this annual report.

Signature:____________________________________Date:______________________

CSM FORM-10
3/25/2006

References: Internal Revenue Service and Caplaw