Conflict of Interest Policy
Article I Purpose
The purpose of this conflict of interest policy is to protect this tax-exempt organization’s (MIH) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization 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
- 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.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 Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization 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 Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that aren’t insubstantial.
- A financial interest isn’t 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
- Duty to Disclose: 1. 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.
- 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.
- Procedures for Addressing the Conflict of Interest a. 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. b. 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. c. After exercising due diligence, the governing board or committee shall determine whether the Organization 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. d. If a more advantageous transaction or arrangement isn’t reasonably 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 the Organization’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.
- Violations of the Conflicts of Interest Policy a. 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. b. 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 minutes of the governing board and all committees with board delegated powers shall contain: a. 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 boards or committee’s decision as to whether a conflict of interest in fact existed. b. 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
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation. c. A voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, 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: a. Has received a copy of the conflicts of interest policy, b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization 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 Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and doesn’t 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: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and don’t result in inurement, impermissible private benefit, or in an excess benefit transaction.
Article VIII Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization 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.
Section 2: Governance Commitments
2.1 Governance commitments
The purpose of the Board is to assure that MIH (1) achieves desired results (2) at an appropriate cost, and (3) in a way consistent with shared values.
2.2 Philosophy and process
2.2.1 The Board governs with a broad vision, focusing its work on fiduciary, strategic, and generative responsibilities.
2.2.2 Governance policies support the overall well-being and purpose of the organization.
2.2.3 All Board members honor diversity of perspectives and contribute to a safe environment for the expression of differing perspectives.
2.2.4 The Board seeks to cultivate a group sense of responsibility for decision-making.
2.2.5 Board policies reflect the values of the organization and support and enhance achievement of the mission and desired impacts.
2.2.6 The Board seeks to improve its governance through ongoing learning, evaluation, and growth.
2.3 Board tasks
2.3.1 The Board develops and reviews governing policies that guide the organization.
2.3.2 The Board and Committees assesses their effectiveness.
2.3.3 The Board will be guided by a policy for open meetings and meeting in executive sessions to treat matters deemed necessary.
2.3.4 The Board maintains current Board member job descriptions.
2.3.5 The Board establishes compensation and benefits for the Executive Director.
2.4 Board member job description
Board members commit themselves to:
2.4.1 Support the mission, vision and values of MIH.
2.4.2 Regularly attend Board meetings, committee meetings, planning meetings, and support or participate in special events. Members shall attend at least 50% of Board meetings within a 12 month period.
2.4.3 Prepare for meetings and be informed on issues and agenda items.
2.4.4 Contribute skills, knowledge and expertise as appropriate.
2.4.5 Participate in organizational decision-making.
2.4.6 Maintain confidentiality.
2.4.7 Assume leadership roles in board activities as needed.
2.4.8 Represent the organization to external constituencies as appropriate.
2.4.9 Keep up to date with the organization and its services.
2.4.10 Help to develop both long term and short-term goals and objectives.
2.4.11 Help monitor goals and objectives.
2.4.12 Take advantage of learning opportunities and resources related to the fields of board development, governance, developmental disabilities and affordable and accessible housing.
2.4.13 Abide by the Code of Conduct for Board Members.
2.4.14 Exercise legal and fiduciary responsibilities.
2.5 Board President responsibilities
The President of the Board:
2.5.1 Models board behavior at its best and maintains the integrity of the Board’s process.
2.5.2 Manages the Board and meeting agendas and takes leadership in maintaining a disciplined board.
2.5.3 Is authorized to represent and speak on behalf of the Board.
2.5.4 Ensures that the Board behaves consistently with its own rules and those legitimately required by outside organizations.
2.5.5 Is authorized to make decisions on behalf of the Board which fall within and are consistent with any reasonable interpretation of Board policies on governance process and on the Board/ED Relationship.
2.5.6 Maintains close communication, offers advice, and provides encouragement to the ED on behalf of the Board. The President does not supervise or direct the ED.
2.5.7 During the absence, disability, or inability or refusal to act of any Executive Director so appointed, the President may exercise all of the powers and perform all of the duties of the Executive Director.
2.5.8 May execute all bonds, notes, and other contracts and instruments for and in the name of the corporation.
2.5.9 In consultation with the Executive Director, appoints Board members Board committees and work groups as specified in bylaws and Board policies.
2.5.10 Shall have the right to participate in any meeting of any committee of the board of directors, whether or not the President is a member of such committee; provided however, that unless the board otherwise directs, the President shall not be entitled to vote at, and shall not be counted for purposes of determining whether a quorum is present at, any meeting of a committee of which the President is not a member.
2.6 Board Vice-President responsibilities
The Vice-President of the Board:
2.6.1 Shall work in cooperation with the president and shall perform such duties as the board of directors may assign.
2.6.2 In the event of the death or during the absence, incapacity, or inability or refusal to act of the president, the vice president shall be vested with all the powers and perform all the duties of the office of president until the board otherwise provides.
2.7 Board Secretary responsibilities
The Secretary of the Board:
2.7.1 The secretary shall attend the meetings of the board of directors and shall prepare or cause to be prepared minutes of all proceedings at such meetings and shall preserve them in the minute book of this corporation to be kept for that purpose.
2.7.2 The secretary shall perform similar duties for any committee when requested by any such committee. In addition, the secretary shall have the following duties: (a) act as custodian of all the books, papers and records of this corporation and authenticate records of this corporation; (b) furnish the board, upon request, a full, true and correct copy of any book, paper or record in the secretary’s possession; (c)act as custodian of the seal of this corporation and when authorized to do so shall affix it to any instrument requiring the seal, and when so affixed, shall attest the seal; (d) give or cause to be given notice of the meetings of the board of directors, but this shall not lessen the authority of others to give such notice as provided in the bylaws;
exercise and discharge the general duties, powers and responsibilities of a secretary of a corporation; and (e) exercise and discharge such other or further duties or authority as may be prescribed elsewhere in the bylaws or from time to time by the board of directors.
Board Treasurer responsibilities
The Treasurer of the Board:
8.1 On behalf of the Board, oversees all moneys, funds and credits of this corporation and oversees the financial record keeping.
8.2 On behalf of the Board, collaborates with the Executive Director to establish and monitor operating budgets.
8.3 On behalf of the Board provides leadership in selecting a financial auditor, receiving reports from the auditor, and making recommendations to the Board based on the auditors finding.
2.8.5 On behalf of the Board, ensures that financial reports are periodically produced and shared with the full Board.
2.8.6 Shall have the general duties, powers and responsibilities of a treasurer of a corporation, and shall have and perform such other duties, responsibilities and authorities as may be prescribed from time to time by the board of directors.
2.9 Board committees
2.9.1 Are used to help make the Board more effective and efficient.
2.9.2 May not speak or act for the Board except when formally given such authority.
2.9.3 May offer counsel to staff but do not exercise authority over the staff or Board.
2.9.4 Each Committee will have a chair, appointed by the Board President, and the chairs will normally serve on the Board Executive Committee.
2.10 Board ad hoc or advisory committees
2.10.1 The Board may utilize ad hoc or advisory committees to accomplish its work. They are accountable to the Board.
2.10.2 The Board determines the focus or tasks of such committees.
2.10.3 The Board President appoints individuals to serve.
2.11 Executive committee
2.11.1 Acts on behalf of the Board as required.
2.11.2 Recommends changes in structure, process, and the facilitation of total Board agenda to ensure the highest level of functioning.
2.11.3 Is responsible for the review of the ED.
2.11.4 Recommends to the Board compensation levels for the ED.
2.11.5 The Executive Committee will perform the functions of a finance committee until such time that the Board decides to form a finance committee, these functions will include;
18.104.22.168 Manage the financial health of the organization.
22.214.171.124 Review and recommend annual operating budgets.
126.96.36.199 Serve as an audit committee and as such recommend to the full Board a financial auditor, review the reports and recommendations of the financial audit, and make recommended changes in financial policies and procedures to the full Board.
188.8.131.52. Annually review the IRS Form 990 and recommend for approval to the full Board.
2.12 Governance committee
2.13.1 Ensures periodic review of the bylaws at least every five years and Board policies at least every three years.
2.13.2 Ensures that effective mechanisms are in place for the nomination and election of individuals to the Board.
2.13.3 In consultation with the ED, develops a profile reflecting desired perspectives and skills for appointments or elections to the Board and maintains a roster of individuals who would bring such perspectives and skills to the Board.
2.13.4 Takes responsibility for ongoing growth and development of the Board, including periodic Board and individual assessments.
2.13.5 Chair of the Governance committee annually reviews Conflict of Interest forms completed and signed by Board members and reports any questionable disclosures to the committee.
2.13.6 Ensures that a Board member orientation process is in place and reviews the process at least once every three years.
2.13 Developing governance capacity
2.14.1 The Board invests time and money in developing its governance capacity to ensure that Board skills, processes, and supports are sufficient to assure governing with excellence.
2.14.2 Outside consultants are used as needed to understand and enhance Board and organizational performance.