By GALA Expert
November 20, 2023
The purpose of the following policy is to prevent the personal interest of staff members, board members, and volunteers from interfering with the performance of their duties to Chorus (CHORUS), or result in personal financial, professional, or political gain on the part of such persons at the expense of CHORUS or its participants, supporters, and other stakeholders.
A conflict of interest means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust, namely staff and board members of CHORUS. Areas for potential conflicts of interest include, but are not limited to, financial transactions by CHORUS, contractual agreements between CHORUS and other institutions, partnership agreements and memoranda of understanding between CHORUS and other institutions, and supervisory relationships within CHORUS. This conflict of interest policy is designed to help staff and board members identify situations that present potential conflicts of interest and to provide CHORUS with a procedure that will allow a transaction to be treated as valid and binding even though a staff or board member may have a conflict of interest with respect to the transaction.
POLICY AND PRACTICES
Full disclosure, by notice in writing to the Board of Directors, shall be made regarding all possible conflicts of interest, including but not limited to the following:
- A staff or board member serves as a board member of another nonprofit organization with which CHORUS has a working relationship.
- A b staff or board member is related to another board member or staff member by blood, marriage or domestic partnership.
- A staff member in a supervisory capacity is related to another staff member whom that person supervises.
- A staff or board member, or an organization with which they are affilicated, stands to benefit from a CHORUS transaction.
- A staff or board member is affiliated with an organization that receives payment from CHORUS for any contract, goods, or services, or is related to someone affiliated with such an organization.
- A staff or board member is a member of the governing body of a contributor to CHORUS.
- A volunteer working on behalf of CHORUS who meets any of the situations or criteria listed above.
Following full disclosure of a possible conflict of interest or any condition listed above, the Board of Directors shall determine when a conflict of interest arises. If so, the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect CHORUS’s best interests. Both votes – on the possible conflict of interest and on the authorization/rejection of the transaction – shall be by a majority vote without counting the vote of any interested directors, even if the disinterested directors are less than a quorum provided that at least one consenting director is disinterested.
A Board member who is formally considering employment with CHORUS will resign from the Board. They may be considered for reappointment to the Board in the event that they are no longer considering employment with CHORUS.
An interested staff or board member shall recuse themselves from discussion or debate by the Board of Directors, or by any Board committee or subcommittee, in which the subject of discussion is a matter where there may be a perceived or actual conflict of interest. Such person shall not attempt to exert his or her influence with respect to the matter, either at or outside the meeting. However, interested staff or board members may be present to provide clarifying information in such a discussion or debate unless objected to by any present board or committee member.
Anyone in a position to make decisions about spending CHORUS’s resources, who also stands to benefit from that decision, has a duty to disclose that conflict as soon as it arises (or becomes apparent); that person should not participate in any final decisions.
A copy of this policy shall be given to all staff or board members, non-board committee members, or other key stakeholders, upon commencement of their relationship with CHORUS or at the official adoption of the policy. Board, staff, and committee members shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which a conflict of interest may arise. Such relationships, positions, or circumstances might include service as a director of or consultant to a not-for-profit organization, or ownership of a business that might provide goods or services to CHORUS. Any such information regarding business interests of a board and staff shall be treated as confidential and shall generally be made available only to the Board President, the Executive Director, and any committee appointed to address Conflicts of Interest, except to the extent that additional disclosure is necessary in connection with the implementation of this Policy. Failure to sign does not nullify the policy.
This policy is based on policies recommended by the National Council of Nonprofit Associations and the American Institute of Certified Public Accountants.
Conflict of Interest Information Form
Please state your current employer(s).
Please list any other boards on which you serve.
Please describe below any other relationships, positions, or circumstances that you believe could contribute to a possible Conflict of Interest as defined in the CHORUS 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 reviewed, and agree to abide by, the Policy of Conflict of Interest of CHORUS that is currently in effect.
Signature: _________________________ Date: ___________________