Sample University Foundation Audit Committee Charter

4 pages

English

Sample University Foundation Audit Committee Charter

Hapev - Frencmar

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4 pages

English

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Conflict of Interest Policy ARTICLE I - PURPOSE The purpose of the Conflict of Interest Policy is to protect the Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Foundation. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. ARTICLE II - DEFINITIONS 1. Interested Person - Any director, principal officer, or member of a committee with Board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 2. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment or family: a. an ownership or investment interest in any entity with which the Foundation has a transaction or arrangement, or b. a compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest. Under Article ...

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Publié par	Hapev
Nombre de lectures	11
Langue	English

Extrait

Conflict of Interest Policy

ARTICLE I - PURPOSE

The purpose of the Conflict of Interest Policy is to protect the Foundation’s interest when it is

contemplating entering into a transaction or arrangement that might benefit the private

interest of an officer or director of the Foundation.

This policy is intended to supplement but

not replace any applicable state laws governing conflicts of interest applicable to nonprofit

and charitable corporations.

ARTICLE II - DEFINITIONS

Interested Person

- Any director, principal officer, or member of a committee with

Board-delegated powers, 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 the Foundation

has a transaction or arrangement, or

a compensation arrangement with the Foundation or with any entity or

individual with which the Foundation has a transaction or arrangement, or

a potential ownership or investment interest in, or compensation arrangement

with, any entity or individual with which the Foundation is negotiating a

transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are

substantial in nature.

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 board or committee decides that a conflict of interest exists.

ARTICLE III - PROCEDURES

Duty to Disclose

- In connection with any actual or possible conflicts of interest, an

interested person must disclose the existence of his or her financial interest and all

material facts to the directors and members of committees with Board-delegated powers

considering the proposed transaction or arrangement.

Determining Whether a Conflict Of Interest Exists

- After disclosure of the financial

interest and all material facts, and after any discussion with the interested person, he or

she shall leave the Board or committee meeting while the determination of a conflict of

interest is discussed and voted upon.

The remaining Board or committee members shall

decide if a conflict of interest exists.

Procedures For Addressing The Conflict Of Interest

- an interested person may make a

presentation at the Board or committee meeting, but after such presentation, he/she shall

leave the meeting during the discussion of, and the vote on, the transaction or

arrangement that results in the conflict of interest.

The chairperson of the Board or committee shall, 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 shall determine

whether the Foundation can obtain a more advantageous transaction or

arrangement with reasonable efforts 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 attainable

under circumstances that would not give rise to 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 the Foundation’s best

interest and for its own benefit and whether the transaction is fair and

reasonable to the Foundation and shall make its decision as to whether to enter

into the transaction or arrangement in conformity with such determination.

Violations Of The Conflicts Of Interest Policy

If the Board or committee has reasonable cause to believe that 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 response of the member and making such further

investigation as may be warranted in the circumstances, the board or

committee determines that the member has in fact failed to disclose an actual

or possible conflict of interest, it shall take appropriate disciplinary and

corrective action.

ARTICLE IV - RECORDS OF PROCEEDINGS

The minutes of the Board and all committees with Board-delegated powers shall contain:

The names of the individuals who disclosed or otherwise were found to have a financial

interest in connection with an actual or possible conflict of interest, the nature of the

financial 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 individuals 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

therewith.

ARTICLE V- ANNUAL STATEMENTS

Each director, principal officer and member of a committee with Board-delegated powers

shall annually sign a statement which affirms that 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

understands that the Foundation is charitable organization and that in order to maintain

its federal tax exemption it must engage primarily in activities which accomplish one or

more of its tax-exempt purposes.

ARTICLE VI - PERIODIC REVIEWS

To ensure that the Corporation operates in a manner consistent with its charitable purposes

and that it does not engage in activities that could jeopardize its status as an organization

exempt from federal income tax, periodic reviews shall be conducted.

The periodic reviews

shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable and are the result of

arm’s-length bargaining.

Whether partnership and joint venture arrangements and arrangements with

management service organizations and physician hospital organizations conform to

written policies, are properly recorded, reflect reasonable payments for goods and

services, further the Corporation’s charitable purposes and do not result in inurement or

impermissible private benefit.

Whether agreements to provide health care and agreements with other health care

providers, employees, and third party payors further the Corporation’s charitable

purposes and do not result in inurement or impermissible private benefit.

ARTICLE VIII - USE OF OUTSIDE EXPERTS

In conducting the periodic reviews provided for the Article VII, the Corporation may, but

need not, use outside advisors.

If outside experts are used their use shall not relieve the

board of its responsibility for ensuring that periodic reviews are conducted.

Annual Statement

of the Board of Directors of

The Foundation

Each of the undersigned members of the Board of Directors of the Foundation states for

himself or herself that he or she:

has received a copy of the conflicts of interest policy,

has read and understands the policy,

has agreed to comply with the policy, and

understands that The Foundation is a charitable organization and that in order to

maintain its federal tax exemption it must engage primarily in activities which

accomplish one or more of its tax-exempt purposes.

________________________________________

_____________________

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