Conflict of Interest and Compensation Policy

MEETsuPlus Foundation

(Approved by Board of Directors)

Overview

Purpose:           

The purpose of this Conflict of Interest and Compensation Policy is to protect the Organization’s interests when it is considering taking an action or entering into a transaction that might benefit the private interests of a director or members, result in the payment of excessive compensation to a director or members; or otherwise violate state and federal laws governing conflicts of interest applicable to nonprofit, charitable organizations.

Why is a policy necessary?

As a nonprofit, charitable organization, MEETsu Plus Foundation is accountable to both government agencies and members of the public for responsible and proper use of its resources. Directors, members and employees have a duty to act in the Organization’s best interests and may not use their positions for their own financial or personal benefit.

Conflicts of interest must be taken very seriously since they can damage the Organization’s reputation and expose both the Organization and affiliated individuals to legal liability if not handled appropriately. Even the appearance of a conflict of interest should be avoided, as it could undermine public support for the Corporation.

To whom does the policy apply?

This policy applies to all directors, members and key persons of the organization.

 

Identifying Conflicts of Interest

What is a conflict of interest?

A potential conflict of interest arises when a director, member, or that person’s relative or business

1. Stands to gain a financial benefit from an action the Organization takes or a transaction into which the Organization enters; or
2. Has another interest that impairs, or could be seen to impair, the independence or objectivity of the director or member in discharging their duties to the Organization.

What are some examples of potential conflicts of interest?

It is impossible to list all the possible circumstances that could present conflicts of interest. Potential conflicts of interest include situations in which a director, member or that person’s relative or business:

• Has an ownership or investment interest in any third party that the Organization deals with or is considering dealing with;
• Serves on the board of, participates in the management of, or is otherwise employed by or volunteers with any third party that the Organization deals with or is considering dealing with;
• Receives or may receive compensation or other benefits in connection with a transaction into which the Organization enters;
• Receives or may receive personal gifts or loans from third parties dealing with the Organization;
• Serves on the board of directors of another nonprofit organization that is competing with the Organization for a grant or contract;
• Has a close personal or business relationship with a participant in a transaction being considered by the Organization;
• Would like to pursue a transaction being considered by the Organization for their personal benefit.

Disclosing Potential Conflicts of Interest

1. You must disclose to the best of your knowledge all potential conflicts of interest as soon as you become aware of them and always before any actions involving the potential conflict are taken. Submit a signed, written statement disclosing all the material facts to the audit committee.
2. You must file an annual disclosure statement in the form attached to this policy. If you are a director, you must also file this statement prior to your initial election. Submit the form to the chair of the audit committee.

Determining Whether a Conflict of Interest Exists

1. After there has been disclosure of a potential conflict and after gathering any relevant information from the concerned director or member, the audit committee shall determine whether there is a conflict of interest. The director, or member shall not be present for deliberation or vote on the matter and must not attempt to influence improperly the determination of whether a conflict of interest exists.
2. In determining whether a conflict of interest exists, the audit committee shall consider whether the potential conflict of interest would cause a transaction entered into by the Organization to raise questions of bias, inappropriate use of the Organization’s assets, or any other impropriety.
3. A conflict always exists in the case of a related party transaction – a transaction, agreement or other arrangement in which a related party6 has a financial interest and in which the Organization or any affiliate of the Organization is a participant.
4. If the audit committee determines that there is a conflict of interest, it shall refer the matter to the board of directors.

Procedures for Addressing a Conflict of Interest

1. When a matter involving a conflict of interest comes before the board, the board may seek information from the director, officer or key person with the conflict prior to beginning deliberation and reaching a decision on the matter. However, a conflicted person shall not be present during the discussion or vote on the matter and must not attempt to influence improperly the deliberation or vote.
2. Additional Procedures for Addressing Related Party Transactions

1. The Organization may not enter into a related party transaction unless, after good faith disclosure of the material facts by the director or members, the board or a committee authorized by the board determines that the transaction is fair, reasonable and in the Organization's best interest at the time of such determination.
2. If the related party has a substantial financial interest, the board or authorized committee shall:

• Prior to entering into the transaction, consider alternative transactions to the extent available;
• Approve the transaction by a vote of not less than a majority of the directors present at the meeting; and
• Contemporaneously document in writing the basis for its approval, including its consideration of any alternative transactions.

Minutes and Documentation

The minutes of any board meeting at which a matter involving a conflict of interest or potential conflict of interest was discussed or voted upon shall include:

1. The name of the interested party and the nature of the interest;
2. The decision as to whether the interest presented a conflict of interest;
3. Any alternatives to a proposed contract or transaction considered by the board; and
4. If the transaction was approved, the basis for the approval.

Prohibited Acts

The Corporation shall not make a loan to any director or officer.

Procedures for Determining Compensation

1. No person shall be present for or participate in board or committee discussion or vote pertaining to:

1. Their own compensation;
2. The compensation of their relative;
3. The compensation of any person who is in a position to direct or control them in an employment relationship;
4. The compensation of any person who is in a position to directly affect their financial interests; or
5. Any other compensation decision from which the person stands to benefit.

2. In the case of compensation of Members, the following additional procedures apply:

1. The board or a committee authorized by the board shall approve compensation before it is paid.
2. The board or authorized committee shall base approval of compensation on appropriate data, including compensation paid by comparable organizations for functionally similar positions, availability of similar services in the geographic area of the Organization, and compensation surveys compiled by independent firms.
3. The board or authorized committee shall contemporaneously document:

1. The terms of compensation and date of determination;
2. The members of the board or committee who were present and those who voted for it;
3. The comparability data relied on and how it was obtained;
4. if the compensation is higher or lower than the range of comparable data, the basis for the determination, and;
5. Any actions with respect to consideration of the compensation by anyone on the board or committee who had a conflict of interest with respect to the matter.