HomeMy WebLinkAboutAgreement with Greater Seattle Partners A
/GREATER SEATTLE
PARTNERS
GREATER SEATTLE PARTNERS
CONFLICT OF INTEREST POLICY
ARTICLE I. PURPOSE
Greater Seattle Partners encourages the active involvement of its directors and officers in
the community. To be transparent and deal fairly with actual and potential conflicts of interest
that may arise as a consequence of community involvement, Greater Seattle Partners adopts the
following policy. The purpose of this conflict of interest policy is to protect the interests of
Greater Seattle Partners as it fulfills its charitable purposes, and when it is contemplating
entering into a transaction or arrangement that might benefit the private interest of an officer or
director of 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.
ARTICLE II. POLICY
Directors and officers are expected to use good judgment, to adhere to high ethical
standards, and to conduct their affairs in such a manner as to avoid any actual or potential
conflict between the personal interests of a director or officer and those of Greater Seattle
Partners. A conflict of interest exists when a director or officer's loyalties or actions are divided
between the interests of Greater Seattle Partners and the director or officer's interests. Both the
fact and the appearance of a conflict of interest should be avoided.
ARTICLE III. DEFINITIONS
1. Affiliation
An affiliation includes any interests other than financial interests that may influence a
director or officer's judgment. An objective test determines whether an affiliation exists between
the director or officer and the other person, entity, or organization: whether the involvement or
relationship of the director or officer with the other person, entity, or organization is such that it
reduces the likelihood that the director or officer can act in Greater Seattle Partners' best
interests.
2. 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, or
organizational affiliation, as defined above, is an interested person.
GREATERS SEATTLE PARTNERS
CONFLICT OF INTEREST POLICY I
3. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business,
investment, or family:
a. An ownership or investment interest in any entity with which Greater Seattle
Partners has a transaction or arrangement;
b. A compensation arrangement with Greater Seattle Partners or with any entity or
individual with which Greater Seattle Partners has a transaction or arrangement;
or
c. A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which Greater Seattle Partners is negotiating a
transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are
not insubstantial. A fmancial interest is not necessarily a conflict of interest. Under Article IV,
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.
ARTICLE IV.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 or organizational affiliation and be given the
opportunity to disclose all material facts to the directors and members of committees with
governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest or organizational affiliation and all material
facts, and after any discussion with the interested person, the interested person shall leave the
governing board or committee meeting 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.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or
committee meeting,but after the presentation, the interested person shall leave the
meeting during the discussion of, and the vote on, the transaction or arrangement
involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint
a disinterested person or committee to investigate alternatives to the proposed
transaction or arrangement.
GREATERS SEATTLE PARTNERS
CONFLICT OF INTEREST POLICY 2
c. After exercising due diligence, the governing board or committee shall determine
whether Greater Seattle Partners 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.
d. The governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in Greater Seattle
Partners'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.
4. Violations of the Conflict of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member
has failed to disclose actual or possible conflict of interest, it shall inform the
member of the basis for such belief and afford the member an opportunity to
explain the alleged failure to disclose.
b. If, after hearing the member's response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it shall
take appropriate disciplinary and corrective action.
ARTICLE V. RECORDS OF PROCEEDINGS
The minutes of the governing board and all committees with board delegated powers
shall contain:
a. The names of the persons who disclosed or otherwise were found to have a
financial interest or organizational affiliation in connection with an actual or
possible conflict of interest, the nature of the financial interest or organizational
affiliation, any action taken to determine whether a conflict of interest was
present, and the governing board's or committee's decision as to whether a
conflict of interest in fact existed.
b. 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.
ARTICLE VI. COMPENSATION
a. A voting member of the governing board who receives compensation, directly or
indirectly, from Greater Seattle Partners for services is precluded from voting on
matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from Greater
GREATERS SEATTLE PARTNERS
CONFLICT OF INTEREST POLICY 3
Seattle Partners for services is precluded from voting on matters pertaining to that
member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or
indirectly, from Greater Seattle Partners, either individually or collectively, is
prohibited from providing information to any committee regarding compensation.
ARTICLE VH. PERIODIC STATEMENTS
Each director and officer shall periodically sign a statement that affirms such person:
a. Has received a copy of the conflict of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands that Greater Seattle Partners is a charitable organization 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.
GREATERS SEATTLE PARTNERS
CONFLICT OF INTEREST POLICY 4
'TGREATER SEATTLE
PA RTNERS
GREATER SEATTLE PARTNERS
CONFLICT OF INTEREST POLICY CERTIFICATION
The undersigned hereby acknowledges that the undersigned:
(a) Has received a copy of the conflict of interest policy,
(b) Has read and understands the conflict of interest policy,
(c) Has agreed to comply with the conflict of interest policy, and
(d) Understands that in order for Greater Seattle Partners to maintain its
federal tax exemption as a charitable organization, it must engage
primarily in activities that accomplish one or more of its tax-exempt
purposes.
Please check one of the following boxes:
6 I have no conflicts or potential conflicts to disclose.
o I have the following conflicts or potential conflicts to disclose (please
describe any relevant organizational, professional or business affiliations
as well as fmancial interests):
Dated: a` 24• 'qC�c „�
Print Name: l ' ' u,4
Title: �or 'd 4k�burn
GREATER SEATTLE PARTNERS
CONFLICT OF INTEREST POLICY CERTIFICATION