Conflict of Interest Policy
Adopted by the Board of Directors February 15, 2006
1. APPLICATION OF POLICY
This policy applies to members of the Happendance Board of Directors, members of its committees and other Happendance volunteers. It prohibits any of these persons with a conflict of interest, as defined herein, from influencing organizational decisions. A copy of this policy shall be provided annually to all Directors, committee members and other volunteers and to each new Director as they are added to the Board.
2. DUTY OF GOOD FAITH
Happendance strives to the highest ethical standards in all policies, procedures and programs in its charitable giving and to avoid conflicts of interest. All Board members, officers and volunteers shall exercise good faith, openness, honesty and fair dealing in all transactions touching upon their duties to Happendance and its property. They shall not use their positions, or knowledge gained from their positions, in a way that a conflict may arise between their own personal interest and that of Happendance. Where a Board member, officer or volunteer is affiliated with an organization seeking to provide services, equipment or facilities to Happendance, the Board shall use reasonable efforts, such as obtaining three comparable estimates, to ascertain that a more beneficial arrangement could not have been obtained.
3. DEFINITION OF CONFLICTS OF INTEREST
Conflicts of interest may be different forms or scope and may be actual or apparent. Conflicts of interest include, but are not limited to: transactions that violate the self-dealing rules of the Internal Revenue Code, transactions that are unfair to Happendance (further an individual’s interests at the expense of Happendance), and transactions that create the appearance of a conflict of interest (risking a public perception that may damage the reputation of Happendance or its Board or management, even where the person with an interest in both organizations-“duality of interest”-can act in the interest of both).
When a Board member, officer or volunteer is affiliated with an organization seeking to provide services, equipment or facilities to Happendance or seeking to obtain funding from Happendance, or when such an individual has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed and made a matter of record at the time it is known that the interest may or will become a matter of Board action. An affiliation with an organization will be considered to exist when a Board member, officer, volunteer, manager or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.
Any Board member, officer or volunteer having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter. The minutes of the meeting should reflect that the disclosure was made, that the interested Board members abstained from voting, that his or her presence was not counted in determining a quorum, and, if necessary to avoid conflict, the basis, such as obtaining comparability data, used by the Board for making the decision.
6. STATEMENT OF POSITION
The foregoing requirements should not be construed to prevent a Board member, officer or volunteer from stating his or her position on the matter under consideration, nor from answering questions of other Board members, officers, volunteers or staff relating to the matter.