Gateway Labor and Employer Relations Association (LERA)

Conflict of Interest Policy

And

Annual Statement

For Officers and Members of a Committee with Board Delegated Powers

Article I – Purpose

1. The purpose of this Board conflict of interest policy is to protect the Gateway Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer or might result in a possible excess benefit transaction.

2. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit organizations.

Article II – Definitions

1. Interested person – Any principal officer or member of a committee with governing board delegated powers, who has 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:

1. An ownership or investment interest in any entity with which the Gateway Association has a transaction or arrangement,
2. A compensation arrangement with the chapter or with any entity or individual with which the Association has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.

Compensation includes direct or 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.

Article III- Procedures

1. 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.

2. Recusal of Self – Any board member may recuse himself or herself at any time from the involvement in any decision or discussion in which the Board believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

3. 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 Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

4. Procedures for Addressing the Conflict of Interest

1. An interested person may make a presentation at the Board 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.
2. The President of the Association shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board shall determine whether the Association 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.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of disinterested board members whether the transaction or arrangement is in the Association’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.

5. Violations of the Conflict of Interest Policy

1. If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interests, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. 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 or corrective action.

Article IV – Records of Proceedings

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

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with 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.
2. The names of the persons who were present for the 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 – Annual Statements

1. Each Board member shall annually sign a statement which affirms such person:

1. Has received a copy of the conflict of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the Gateway Association is not for profit 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.

2. Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director.

3. If at any time of the year, the information in the annual statement changes materially, the President shall disclose such changes and revise the annual disclosure form.

4. The Executive Board shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.

Article VI – Periodic Review

To ensure the Gateway Association 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:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm’s length bargaining.

2. Whether partnerships, joint ventures, and arrangement with organizations, if any, conform to the Gateway chapter’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in an impermissible private benefit transaction.

Article VII

When conducting the periodic reviews as provided in for Article VI, the Association may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

Annual Conflict of Interest Statement

1. Name: _____________________________       

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2. I affirm the following:

I have received a copy of the Gateway Association’s Conflict of Interest Policy. ____ (initial)

I have read and understand the policy _______ (initial)

I agree to comply with the policy. ________ (initial)

I understand that the Gateway Association is not for profit and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of tax-exempt purposes. ________ (initial)

3. Disclosures:

1. Do you have a financial interest (current or potential), including a compensation arrangement, as defined in the Conflict of Interest policy with the Gateway Association? Yes   No

1. If yes, please describe it: __________________________________________________

2. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy?  Yes  No

2. In the past, have you had a financial interest, including a compensation arrangement, as defined in the Conflict of Interest policy with the Gateway Association?  Yes  No

1. If yes, please describe it, including when (approximately)_____________

_________________________________________________________________

2. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy?  Yes  No

_______________________________                                              __________________

Signature                                                                                            Date