CONFLICT OF INTEREST
For
DIRECTORS, OFFICERS AND
MEMBERS OF THE BOARD OF DIRECTORS
The purpose of this Board conflict of interest policy is to protect Native American Heritage Association’s (NAHA) interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer or director of NAHA 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 conflicts of interest applicable to nonprofit and charitable organizations.
I. DEFINITION
- Interested person – Any director or principal officer with governing 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 NAHA has a transaction or arrangement,
- A compensation arrangement with NAHA or with any entity or individual with which NAHA has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which NAHA 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. A person who has a financial interest may have a conflict of interest only if the Board decides that a conflict of interest exists, in accordance with this policy.
II. PROCEDURES
- 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 Board.
- RECUSAL OF SELF – Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest.
- VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY
- If the Board 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 determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
III. RECORDS OF PROCEEDINGS – the minutes of the Board shall contain:
- 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 Board’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.
IV. COMPENSATION
- A voting member of the Board who receives compensation, directly or indirectly from NAHA 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 NAHA for services is precluded from voting on matters pertaining to that member’s compensation.
V. PERIODIC REVIEWS
- To ensure NAHA 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 (if reasonably available), and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to NAHA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.
VI. USE OF OUTSIDE EXPERTS
- When conducting the periodic reviews as provided for in Article VII