Article I - Purpose
The purpose of the conflict of interest policy is to protect the Business Executives Networking Group’s (BENG) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or volunteer of BENG. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II - Definitions
- BENG Board of Directors: The Board
- Committee: Any committee duly appointed by the Board to review potential conflicts of interest.
- Interested Person: Any director, officer, or volunteer, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which BENG has a transaction or arrangement,
- A compensation arrangement with BENG or with any entity or individual with which BENG has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which BENG is negotiating a transaction or arrangement.
- Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
- A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate the Board or committee decides that a conflict of interest exists.
Article III - Procedures
- Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of such interest and be given the opportunity to disclose all material facts to the Board.
- Determining Whether a Conflict of Interest Exists: After disclosure of such interest and all related material facts, and after any discussion with the interested person, the Board or committee shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation to the Board or committee, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the Board or committee may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board or committee may determine whether BENG can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in BENG’s best interest and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy
- If the Board or committee has reasonable cause to believe 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 the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
- Decisions made by the Board or committee pursuant to this article, shall be final.
Article IV - Records of Proceedings
- The minutes of the Board and all committees shall contain:
- The names of the persons who disclosed or otherwise were found to have an actual or possible conflict of interest, the nature of the interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V - Compensatory Conflict of Interest
- A voting member of the Board who receives compensation, directly or indirectly, from BENG for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from BENG for services is precluded from voting on matters pertaining to that member’s compensation.
Article VI - Statements
Each director, principal officer and member of a committee shall sign this conflict of interest policy as a statement which affirms such person:
- Has received a copy of the conflict of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
Article VII - Periodic Reviews
To ensure BENG operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to BENG’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
- When conducting the periodic reviews BENG may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.