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Conflict of Interest Policy
(As adopted by the Board of Directors on 11/06/2004)
ARTICLE I
PURPOSE
The purpose of the
conflict of interest policy is to protect South Florida Youth ASA, Inc.’s
(hereinafter referred to as SFYASA) interest when it is contemplating
entering into a transaction or arrangement that might benefit the private
interest of an officer or director of SFYASA or might result in a possible
excess benefit transaction. 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
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Interested
Person. Any director, principal officer, or member of a committee
with governing board delegated powers, who has a direct or indirect
financial interest, as defined below, is an interested person.
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Financial
Interest. A person has a financial interest if the person has,
directly or indirectly, through business, investment, or family:
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An ownership or
investment interest in any entity with which SFYASA has a transaction
or arrangement,
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A compensation
arrangement with SFYASA or with any entity or individual with which
SFYASA has a transaction or arrangement, or
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A potential
ownership or investment interest in, or compensation arrangement with,
any entity or individual with which SFYASA 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 governing
board or committee decides that a conflict of interest exists.
ARTICLE III
PROCEDURES
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Duty to
Disclose. In connection with any actual or possible conflict of
interest, an interested person must disclose the existence of the
financial interest and be given the opportunity to disclose all material
facts to the directors and members of committees with governing board
delegated powers considering the proposed transaction or arrangement.
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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/she shall leave the governing 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.
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Procedures for
Addressing the Conflict of Interest.
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An interested
person may make a presentation at the governing board or committee
meeting, but after the 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.
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The chairperson
of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the
proposed transaction or arrangement.
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After
exercising due diligence, the governing board or committee shall
determine whether SFYASA 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.
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If a more
advantageous transaction or arrangement is not reasonable possible
under circumstances not producing a conflict of interest, the
governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in
SFYASA’s best interest, for its own benefit, 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.
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Violations of
the Conflicts of Interest Policy.
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If the
governing 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.
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If, after
hearing the member’s response and after making further investigation
as warranted by the circumstances, the governing 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.
ARTICLE IV
RECORDS OF
PROCEEDINGS
The members of the
governing board and all committees with board delegated powers shall
contain:
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The names of
the persons 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
governing board’s or committee’s decision as to whether a conflict of
interest in fact exists.
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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
COMPENSATION
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A voting member
of the governing board who receives compensation, directly or
indirectly, from SFYASA for services is precluded from voting on matters
pertaining to that member’s compensation.
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A voting member
of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from SFYASA for
services is precluded from voting on matters pertaining to that member’s
compensation.
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No voting member
of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or
indirectly, from SFYASA, either individually or collectively, is
prohibited from providing information to any committee regarding
compensation.
ARTICLE VI
ANNUAL
STATEMENTS
Each director,
principal officer and member of a committee with governing board delegated
powers shall annually sign a statement which affirms such person:
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Has received a
copy of the conflicts of interest policy;
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Has read and
understands the policy;
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Has agreed to
comply with the policy; and
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Understands
SFYASA is charitable and 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 VII
PERIODIC REVIEW
To ensure SFYSAS
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:
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Whether
compensation arrangements and benefits are reasonable, based on
competent survey information and the result of arm’s length
bargaining.
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Whether
partnerships, joint ventures, and arrangements with management
organizations conform to SFYASA written policies, are properly
recorded, reflect reasonable investment or payments for goods and
services, further charitable purposes and do not result in inurement,
impermissible private benefit or in an excess benefit transaction.
ARTICLE VIII
USE OF OUTSIDE
EXPERTS
While conducting
the periodic reviews as provided for in Article VII, SFYASA may, but need
not, use outside advisors. If outside experts are used, their use shall
not relieve the governing board of its responsibility for ensuring
periodic reviews are conducted.
conflictofinterestpolicy11072004
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