CONFLICT OF INTEREST POLICY
The directors, officers, committee members, staff, volunteers, and any other duly assigned representatives of the Bloom Syndrome Association, Inc. (the “Association”), while acting on behalf of the Association, must avoid conflicts of interest, as well as the appearance of conflicts of interest. All actions by directors, officers, and other individuals with the ability to influence the financial affairs of the Association (as insiders) must be based solely on the best interests of the Association, in accordance with applicable state and federal laws and regulations. Actions must not be influenced by personal considerations.
A conflict of interest occurs whenever an individual has a direct or indirect interest, financial or otherwise, in the outcome of any transaction or matter involving the Association. A conflict of interest also occurs whenever an individual has a relationship with other parties to the transaction or matter such that the relationship might reasonably be expected to affect the judgment of the individual in the particular transaction or matter in a manner adverse to the Association.
If an individual has a conflict of interest or potential conflict of interest in connection with any Association transaction or matter, he or she must immediately notify the President, Secretary, Treasurer, or other appropriate Association representative, and disclose all the material facts concerning the actual or potential conflict of interest and his or her relationship to the transaction or matter at issue.
If a conflict of interest arises in connection with the activities of any deliberative body (e.g., Board of Directors), the individual with the conflict must immediately disclose in writing the conflict to the other members of the body and the individual must not participate in the deliberation consideration, or vote on the transaction or matter at issue. A notation must be made in the minutes of any meeting at which deliberation, consideration, or vote on the transaction or matter at issue is undertaken indicating that the individual with a conflict or potential conflict of interest was excused from the meeting during the time that consideration of the transaction or matter was undertaken, took no part in any discussion pertaining to the transaction or matter and refrained from voting on the transaction or matter.
The Association has instituted a Mandatory Disclosure Policy under which all of the individuals in each of the following categories are required upon entering the duties of his or her office and thenceforth on an annual basis to sign a Mandatory Disclosure Statement (sample attached) and submit it to the President, Secretary, or other appropriate Association representative.
- Board of Directors
- Senior staff, as designated by the President, Vice-President, Secretary, Treasurer, or Board of Directors
- Other specific appointees, as designated by the President or Board of Directors
The President’s office shall be responsible for enforcing the Mandatory Disclosure Policy and shall maintain and annually update a file of Mandatory Disclosure Statements signed by each individual in the above-name categories.
In all cases in which the Board of Directors considers a transaction or matter in which an insider has a perceived or actual conflict of interest, the Board of Directors shall obtain and rely upon appropriate data as to comparability (e.g., compensation levels paid by similarly situated organizations; or quotes or bids from at least three vendors that perform the same or similar services as those being proposed by the insider or the organization in which the insider has an interest.)
In all cases in which the Board of Directors considers a transaction or matter in which an insider has a perceived or actual conflict of interest, the Board of Directors shall adequately document the basis for its determination (e.g., evaluation of the individual whose compensation is being determined and the basis for determining that the individual’s compensation was reasonably based on comparability data; or evaluation of the services being proposed and documentation that the selection of a particular vendor was made based on objective factors).
Where any transaction involving a Board member, officer, or staff member exceeds five hundred dollars ($500), but is less than five thousand dollars ($5,000) in a fiscal year, a two-thirds vote approving the transaction is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, a two-thirds vote approving the transaction and publication of a legal notice in the required newspaper is mandatory, together with written notice to the Director of the Charitable Trusts Unit of the State of New Hampshire. The minutes of the meeting shall reflect that a disclosure was made; that the interested Director and all other Directors with a pecuniary benefit transaction with the Association during the fiscal year were absent during both the discussion and the voting on the transaction
Moreover, the Board will comply with all provisions of New Hampshire Revised Statutes Annotated, Chapter 292, Section 6-a: Board of Directors of Charitable Nonprofit Corporations and Chapter 7, Section 19-a: Regulation of Certain Transactions Involving Directors, Officers, and Trustees of Charitable Trusts and all such laws are incorporated in full into and made a part of this policy statement. These requirements include, but are not limited to, absolute prohibition on any loans to any director, officer, or staff member of the Association, and prohibition of any sale or lease (for a term greater than five years) of conveyance of real estate from an officer, director, or staff member without the prior approval of the probate court. These requirements extend to both direct and indirect financial interests, as defined by the attached