Sample Conflict of Interest Policy
SAMPLE CONFLICT OF INTEREST POLICY
Your Church Name Goes Here
Your Church Official Full Corporate Address Goes Here
Policy on Conflicts of Interest and Disclosure of Certain Interests
This conflict of interest policy is designed to facilitate trustees, officers and employees of (Your Church Name Goes Here) to identify situations that present potential conflicts of interest and to provide (Your Church Name Goes Here) with a procedure which may, at the discretion of a majority vote of the Board of Directors allow a transaction to be treated as valid and binding even though a trustee, officer or employee has or may have a conflict of interest with respect to said and identified transaction.
In the event there is an inconsistency between the requirements and procedures prescribed herein, and the legal requirements of the corporations code in the jurisdiction(s) wherein the Church Corporation is legally resident, the appropriate statutory requirements and remedies will prevail. All capitalized terms are defined in Part 2 of this policy.
1. Conflict of Interest Defined. For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:
A. Outside Interests.
- A Contract or Transaction between (your church name goes here) and a Responsible Person or Family Member.
- A Contract or Transaction between (your church name goes here) and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a trustee, officer, agent, partner, associate, personal representative, receiver, guardian, custodian, conservator or other legal representative.
B. Outside Activities.
- A Responsible Person competing with (your church name goes here) in the rendering of services or in any other Contract or Transaction with a third party.
- A Responsible Person having a Material Financial Interest in; or serving as a trustee, officer, employee, agent, partner, associate, personal representative, receiver, guardian, custodian, conservator or other legal representative of, or consultant to; an entity or individual that competes with (your church name goes here) in the provision of services or in any other Contract or Transaction with a third party.
C. Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment or other favors from any individual or entity that:
- Does or is seeking to do business with, or is a competitor of (your church name goes here) or;
- Has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from (your church name goes here).
- Is a charitable organization operating in the United States of America under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of (your church name goes here).
- A “Conflict of Interest” is any circumstance described in Part 1 of this Policy.
- A “Responsible Person” is any person serving as member of the Board of Directors, employee or member of the Board of Trustees of (your church name goes here).
- A “Family Member” is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
- A “Material Financial Interest” in an entity is a financial interest of any kind, which is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party.
- A “Contract or Transaction” is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a charitable organization by (your church name goes here). The making of a gift (your church name goes here) is not a Contract or Transaction.
- Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a trustee, member of the Board of Directors or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting and duly recorded by the Secretary.
- A trustee, member of the Board of Directors, or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair or acting chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting and duly recorded by the Secretary.
- A person who has a Conflict of Interest shall not participate in or be permitted to hear the boards or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
- A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot if this mechanism is a grated remedy assigned within the By-laws. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting and duly recorded by the Secretary. For purposes of this paragraph, a trustee or a member of the Board of Directors of (your church name goes here) has a Conflict of Interest when he or she stands for election as a trustee or for re-election as a member of the Board of Directors.
- Responsible Persons who are not a trustee or a member of the Board of Directors of (your church name goes here), or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to the Chair or the Chair’s designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect (your church name goes here)’s participation in such Contract or Transaction.
In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
Each Responsible Person shall exercise care not to disclose confidential inform
ation acquired in connection with such status or information the disclosure of which might be adverse to the interests of (your church name goes here).Â Furthermore, a Responsible Person shall not disclose or use information relating to the business of (your church name goes here) for the personal profit or advantage of the Responsible Person or a Family Member.
5. Review of policy.
- Each new Responsible Person shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so.
- Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions or circumstances might include service as a Trustee of or consultant to a (your church name goes here), or ownership of a business that might provide goods or services to (your church name goes here). Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, the President, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
- This policy shall be reviewed annually by each member of the Board of Directors. This policy shall be a vital part of the training of each new board member elected by the church. Any changes to the policy shall be communicated immediately to all Responsible Persons.