Conflict of Interest Policy and Disclosure Statement
Conflict of Interest Form
Fields marked with an * are required
The purpose of the conflict of interest policy is to protect the Foundation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director or employee of the Foundation. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable corporations. The policy is an expression of one of the paramount duties of directors, officers and employees, the duty of loyalty. This duty broadly commands those persons to be faithful to the Foundation's best interests and not to use their organizational position or knowledge to advance a personal agenda at the Foundation's expense. This duty, if carefully observed, should help all officers, directors, and employees of the Foundation avoid “excess benefits.”
As used herein, the following terms are defined as indicated.
1. Interested Person:
Any director, officer, member of a committee with board-delegated powers, or employee who has a 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.
an ownership or investment interest in any entity with which the Foundation has a transaction or arrangement, or
a compensation arrangement with any entity or individual with which the Foundation has a transaction or arrangement, or
a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement.
1. Duty to Disclose:
An interested person must disclose the existence and nature of any financial interest to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement', provided, however, if the interested party is a lawyer, accountant or professional financial adviser who is advising the other party to the proposed transaction, he or she shall not be required to disclose the details of his or her compensation arrangement or any private communications with the other party.
2. Determining Whether a Conflict of Interest Exists:
After disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall proceed in the following manner.
3. Procedures for Addressing the Conflict of Interest:
The chairperson of the board or committee may, if appropriate in its discretion, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the board or committee shall determine whether the Foundation can obtain a more advantageous transaction or arrangement that would better protect the Foundation's interests in accordance with this policy.
If a more advantageous transaction or arrangement is not reasonably attainable as provided in paragraph 3.b. above, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation's best interest and for its own benefit and whether the transaction is fair and reasonable to the Foundation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
4. Violations of the Conflict of Interest Policy
If the board or committee has reasonable cause to believe that an interested person has failed to disclose a financial interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
If, after hearing the response of the interested person and making such further investigation as may be warranted in the circumstances, the board or committee determines that the person has in fact failed to disclose a financial interest, it shall take appropriate corrective action.
RECORDS OF PROCEEDINGS
The minutes of the board and all committees with board-delegated powers shall contain a detailed report of any action taken pursuant to paragraph 4 above.
Each director, officer, member of a committee with board delegated powers and employee shall annually sign a statement in the form attached.
CONFLICT OF INTEREST DISCLOSURE STATEMENT
I have read the Placer Community Foundation/Auburn Community Foundation Conflict of Interest Policy above, understand and agree to comply with the policy, and certify that: