Conflict of Interest Policy
This policy applies to all staff, board and volunteers of Parenting Now!
The purpose of this policy is to protect the tax-exempt interest of Parenting Now! 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.
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:
An ownership or investment interest in any entity with which Parenting Now! has a transaction or arrangement,
A compensation arrangement with Parenting Now! or with any entity or individual with which Parenting Now! has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with any entity or individual with which Parenting Now! is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are of greater than nominal value.
A financial interest is not necessarily a conflict of interest. Under Procedures, 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.
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 committee 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 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 governing board or committee meeting, but after the presentation, s/he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The President of the Board and the Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Executive Committee shall determine whether Parenting Now! 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.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Executive Committee shall refer the matter to the full Board of Directors, who shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interests of Parenting Now!, 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.
If the Board of Directors or Executive committee has a 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 a 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 or Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
The minutes of the Board and all committees with board delegated powers shall contain:
The names of the person 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 or Committee’s decision as to whether a conflict of interest in fact exists.
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.
A voting member of the governing board who receives compensation, directly or indirectly, from Parenting Now! 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 Parenting Now! for services in precluded from voting on matters pertaining to that member’s compensation.
All voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Parenting Now!, either individually or collectively, are allowed to provide information to any committee regarding compensation.
7. Annual Statements
To ensure Parenting Now! 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 and the results of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to Parenting Now!’s 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 of benefit transaction.
8. Use of Outside Experts
When conducting the periodic reviews as provided for in #7, Parenting Now! 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.
Board Approved December 13, 2006