Conflict of Interest Policy

 

Our first duty as Board members of GardenComm is a duty of loyalty to the best interests of the association. We must not use our position or knowledge to advance a personal, financial, organizational, business or career agenda that could conflict with the business, reputation, or smooth functioning of the Association. Nor will we engage in activities or statements that could give the appearance of a conflict of interest.

 

The success of GardenComm depends on the full participation of every Board member in major decisions and activities. To maintain maximum involvement without compromising the association’s best interests, we agree to disclose in full to the Board, committee members, and/or the President, any personal interests in the issue at hand before any discussion or vote. When clearly indicated or requested, we will not be present for the discussion or voting.

 

The potential for a conflict of interest exists when a Board member, a member of his/her family (as such term is defined in the New York Non-Profit Revitalization Act of 2013, as amended [the “Act”], as a spouse, parent, sibling, child or any other relative), or a company (or one of its affiliates) for which the Board member was an employee or in which the Board member had a substantial financial interest (as such term is defined in the Act) at any time within the three years preceding the Board’s action on an item with respect to which the conflict of interest has been reported:

 

• Has a financial interest in, business relationship(s) with, or indebtedness to an entity with which the Board member does or seeks to do business with the Association;

 

• Accepts cash, property, loans, loan forgiveness, services, gifts, or anything of value from anyone doing or seeking to do business with the Association; or

 

• Is an officer or director of any organization doing or seeking to do business with the Association.

 

A person has a financial interest if the person has directly, or indirectly (through family, business or investment), or is proposed to have:

 

• Any ownership or investment interest in any entity with which the Association has a transaction or arrangement;

 

• A compensation arrangement with the association or with an individual or entity with which the association has a transaction or arrangement (including direct and indirect remuneration as well as gifts or favors); or

 

• A potential financial (including ownership, compensation, and investment interests) in or with any individual or entity with which the association is negotiating a transaction or arrangement.

                       

GardenComm expects that members of its Board are likely to be involved in the affairs of businesses and entities outside the association, and that a competent board can scarcely be recruited from among persons entirely free from potential conflicts of interest.  Also, many members of the Board provide excellent quality goods and service to the philanthropic community that can be used to the Association’s advantage; in consequence of the Board member’s status, the association may be able to obtain these goods or services upon favorable terms.  At the same time, the Board’s primary duty towards the association is fiduciary in nature, and they are legally appointed to act in the best interest of the Association at all times.  In this context, it is reasonable and appropriate that the Association require full disclosure of all potential conflicts of interest.  It also behooves the Association to presume that any transaction between it and a person whose relationship with the Association may suggest a potential conflict of interest be subject to stricter scrutiny and more rigorous oversight than other transactions, so as to safeguard the Association from any appearance of impropriety, whether real or perceived. 

 

Accordingly, the following Conflicts of Interest Policy is adopted:

 

Scope:  This Policy applies to every member of the Board, as well as officers or committee members who are not members of the Board, any employees of the association, any employee or agent of Infusion Management Services working on GardenComm matters, any other person involved in contracting for goods or services on behalf of or for the benefit of the association.

 

Policy:  Members of the Board of the Association, officers, and staff have a clear obligation to conduct all Association affairs and business in a manner consistent with the concept of Fiduciary Responsibility.  All decisions are to be made in a manner designed to promote the best interest of the association and the public good. 

 

As soon as is practical that anyone subject to this policy becomes aware of any transaction that also involves themselves, their families (as such term is defined above) or an organization or entity with which such person or a member of his/her family is affiliated, shall disclose fully the precise nature of the relevant transaction and the nature of the interest or involvement.

 

Disclosure shall be made in writing to the Treasurer or Chair of the Finance and the President. If either is not independent with respect to the disclosure, disclosure shall be made to the most senior independent Board member(s). 

 

The Finance Committee shall refer potential conflicts so disclosed to the entire Board.  In order to approve a transaction with respect to which a potential or actual conflict is present:

 

• A majority of a quorum of the Board (including, for the purpose of determining whether a quorum and a majority are present, those members who have the conflict or potential conflict) must approve the transaction, upon findings that (a) the transaction is fair to and in the best interests of the Association; (b) the proposed transaction is at least as fair and beneficial as available alternatives (or the lack of available alternatives due to the circumstances); (c) the resulting transaction, arrangement, or relationship may be administered in a manner that does not exacerbate the conflict or the appearance thereof; and (d) the Association can safeguard itself form the taint of impropriety, real or perceived.

 

• All of the above shall be documented in the minutes of any meeting at which a conflict or potential conflict is discussed or voted on. The votes of each Board member shall be recorded individually.

 

• Conflicted members shall (a) be prohibited from voting, (b) be excluded from the deliberations leading up to such vote, (c) not be present during the vote (d) not lobby or attempt to persuade other Board members to approve the transaction; and (e) otherwise be barred from participating in consideration of any transaction or arrangement. Notwithstanding the preceding sentence, conflicted Board members may provide additional or clarifying information concerning the transaction, upon request by the Board.

 

• Any person subject to this Policy who is uncertain about a possible conflict may make a written request for a ruling from the Finance Committee. If the Committee determines a conflict is present, it shall refer the matter to the entire Board in accordance with the above procedures.

 

• All persons subject to this Policy must provide an initial, and thereafter, annual written statements affirming (a) they have received a copy of this Policy; (b) they have read and understand the Policy; (c) they agree to comply with the Policy; (d) neither they nor, to the best of their knowledge, their family members have in the past, are presently, or plan in the future to engage in any activity that contravenes the Policy; and (e) they understand the Association is a charitable organization and that in order to maintain its tax-exempt status, it must engage primarily in activities related to one or more of its tax-exempt purposes.

 

• Failure to comply with any part of this Policy will be grounds for removal or termination of the non-compliant person(s).

 

• In the course of administering this Policy, the association may (but is not required to) use outside advisors to assist it.

 

• This Policy shall be administered by the Finance Committee The Finance Committee shall periodically review the policy and recommend changes to the Board where necessary. The Chair of the Finance Committee shall report at least once annually to the entire Board, listing all conflicts reviewed and identifying those that were approved.

 

Confidentiality

 

I hereby affirm that I will not discuss or in any manner communicate confidential information that I may encounterwhile transacting business on behalf of GardenComm to persons not on the Board of Directors (BOD). I will respect atall times GardenComm’s confidentiality policy concerning information shared among the membership.

Personal Commitment

I have read this statement of policy regarding conflicts of interest and have carefully studied my situation to see if there are or could be conflicts of interest expressed above.  I agree to conduct my work as a member of the GardenComm Board in accordance with both the spirit and specific provisions of this policy.

 

To the best of my knowledge, except as already disclosed, I am not engaged in any transaction, obligation, or personal association that would compete or conflict with the best interests of GardenComm.