According to the Bylaws of IBRBS, the following Conflict of Interest Policy must be executed each calendar year by all IBRBS Directors, Officers, and Committee members as they are seated. Please promptly review, sign and submit the affirmation document to the organization’s Secretary. This executed Acknowledgement is a requirement for participation in the activities of the organization.
ARTICLE 1: PURPOSE
The purpose of this Conflict of Interest Policy is to protect this tax-exempt Corporation’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer, Director, or Committee Member with Board- delegated powers, 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 not-for-profit organizations.
ARTICLE 2: DEFINITIONS
Section 1: Interested Person — Any Director, Officer, or Committee Member with IBRBS Board-delegated powers, who has a direct or indirect financial interest as defined below, is an interested person.
Section 2: Financial Interest — A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- Section 2.01 An ownership or investment interest or compensation in any entity with which the Corporation has a transaction or arrangement; or
- Section 2.02 A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
- Section 2.03 A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
- Section 2.04 Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
- Section 2.05 A financial interest is not necessarily a conflict of interest. Under the IBRBS Bylaws, Article III, Section 3 (B3), a person who has a financial interest may have a conflict of interest only if the elected Board of Directors decides that a conflict of interest exists.
Section 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, and be given the opportunity to disclose all material facts to the members of the Board of Directors considering the proposed transaction or arrangement.
Section 2: Determining Whether a Conflict of Interest Exists — After disclosure of the financial interests and all material facts, and after any discussion with the interested person, they shall leave the Board meeting while the determination of a possible conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
Section 3: Procedures for Addressing the Conflict of Interest
- Section 3.01 An interested person may make a presentation at the Board meeting, but after the presentation, they shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.
- Section 3.02 The Chair of the Board may investigate, or if appropriate, appoint a disinterested person or a Committee to investigate alternatives to the proposed transaction or arrangement.
- Section 3.03 After exercising due diligence, the Board shall determine whether the Corporation 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.
- Section 3.04 If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Corporation, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the Board shall make its decision as to whether to enter into the transaction or arrangement.
ARTICLE 4: VIOLATIONS OF THE CONFLICT OF INTEREST POLICY
Section 1: If the Board has reasonable cause to believe a member has failed to accurately disclose actual or possible conflicts 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 fully and accurately disclose.
Section 2: If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Said action may include probation, suspension and up to removal and termination from IBRBS.
The minutes of the Board shall contain:
Section 1: The names of the persons 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’s decision as to whether a conflict of interest, in fact, existed.
Section 2: 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 in connection with the proceedings.
ARTICLE 6: COMPENSATION
Unless otherwise provided by amendment to the Corporation’s Bylaws, no Officer, Director, or voting member shall be entitled to compensation for serving on the Board, but would be allowed reimbursement of actual monies paid out on behalf of IBRBS, with prior approval by the elected members of the Board of Directors. The Board may authorize payments for work provided by specialists and consultants, and such compensation is not considered as compensation for serving on the Board.
Section 1: In the event compensation is approved by amendment to the Corporation’s Bylaws, a voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services, is precluded from voting on matters pertaining to that member’s compensation.
Section 2: No voting member of the Board, Officer or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is precluded from providing information to any committee regarding compensation.
ARTICLE 7: ANNUAL STATEMENTS
Each Director, Officer, and member of a Committee with Board-delegated powers shall annually sign a statement that affirms such person:
Section 1: Has been provided access to the Conflict of Interest Policy with the ability to print the document;
Section 2: Has read and understands the policy;
Section 3: Has agreed to comply with the policy; and
Section 4: Understands the Corporation is Not-for-Profit 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.
ARTICLE 8: PERIODIC REVIEWS
To ensure the Corporation operates in a manner consistent with Not-for-Profit 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:
Section 1: Whether compensation arrangements and benefits were reasonable, based on competent survey information and the result of arm’s length bargaining.
Section 2: Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further Not-for-Profit purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE 9: USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in the IBRBS Bylaws, Article XI Inspection by Directors, the Corporation 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.
As a Director, Officer, or Committee Member, Article IV Section 8C) of the IBRBS Bylaws requires you sign a Statement of Acknowledgement annually. This Statement of Acknowledgement establishes that you have read and understand both the IBRBS Conflict of Interest and IBRBS Code of Ethics and Conduct policies.