Conflict of Interest Policy
OF
The Manatee High School Baseball
Boosters, Inc.
Article I
Purpose
The purpose of the conflict of interest policy is to protect
this tax-exempt organization’s (Organization) interest when it is contemplating
entering into a transaction or arrangement that might benefit the private
interest of an officer or director of the Organization 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
Definitions
1. 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, is an interested person.
If a person is an interested person with respect to any
entity in the health care system of which the organization is a part, he or she
is an interested person with respect
to all entities in the health care system.]
2. 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 the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with
any entity or individual with which the Organization has a transaction or
arrangement, or
c. A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the Organization is
negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration
as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of
interest. Under Article III, 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 III
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
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 and all material facts, and after any discussion with the
interested person, he/she 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, he/she 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.
c. After exercising due diligence, the governing board or
committee shall determine whether the Organization 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. If a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict of interest,
the governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in the
Organization’s 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
Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause
to believe a member has failed to 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 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 IV
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 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 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 V
Compensation
a. A voting member of the governing board who receives
compensation, directly or indirectly, from the Organization 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 the Organization 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 the Organization, either individually or
collectively, is prohibited from providing information to any committee
regarding compensation.
Article VI
Annual Statements
Each director, principal officer and member of a committee
with governing board delegated powers shall annually sign a statement which
affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable 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 VII
Periodic Reviews
To ensure the Organization operates in a manner consistent
with charitable 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:
a. Whether compensation arrangements and benefits are
reasonable, based on competent survey information, and
the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements
with management organizations conform to the Organization’s written policies,
are properly recorded, reflect reasonable investment or payments for goods and
services, further charitable purposes and do not result in inurement,
impermissible private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in
Article VII, the Organization may, but need not, use outside advisors. If
outside experts are used, their use shall not relieve the governing board of
its responsibility for ensuring periodic reviews are conducted.
In witness whereof, we have hereunto subscribed our names this 15th day of November,
2005.
____________________________ __________________________
Danny Eugene Molter Bruce Braithwaite
5306 Manatee Avenue
________________________________ ____________________________
David Paul Montgomery,
Sr., Esquire David Paul
Montgomery, Jr.
2103 Manatee Avenue