Resolution 2016-02-10.djl.1: Conflict of Interest Policy
This resolution was adopted by the Board of Directors of SPI at their meeting of February 12, 2016.
Software in the Public Interest, Inc. was formed under Section 402 of the Not-For-Profit Corporation Law of the State of New York.
The New York State legislature unanimously passed The Non-Profit Revitalization Act of 2013 which became effective July 1, 2014.
The Not-For-Profit Corporation Law of the State of New York now mandates that Not-For-Profit Corporations adopt Conflict of Interest policies.
THE SPI BOARD RESOLVES THAT
- The following Conflict of Interest policy is adopted:
SPI Conflict of Interest Policy =============================== == Purpose The purpose of this conflict of interest policy (``Policy'') is to protect Software in the Public Interest, Inc (``SPI'') and its Associated Projects when SPI contemplates entering into a transaction or arrangement that might benefit the private interest of a Director, or might otherwise 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. == SPI Directors Directors of SPI (``directors'') each have a duty to protect SPI and its Associated Projects from violating New York State and USA federal laws -- and to avoid any appearance of impropriety. SPI directors serve the public interest and are to have a clear understanding of SPI's charitable mission. All decisions made by SPI directors are to be made solely on the basis of a desire to promote the best interests of SPI and the public good. === Defining a Conflict of Interest for a director In general, directors should avoid making decisions on matters where their personal interests are at odds with the SPI's interests. In particular, the following scenarios are to be identified as conflicts of interest: * A director (or his or her family member) is a party to a contract, or involved in a transaction with SPI for goods or services. * A director (or his or her family member) is a director, officer, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, legal representative or in some other way has a fiduciary duty to an entity involved in a transaction with SPI. * A director (or his or her family member) is engaged in a substantial capacity or has a material financial interest in a for-profit enterprise that competes with SPI or an Associated Project. SPI acknowledges that other situations may create the appearance of a conflict, or present a duality of interests. All such circumstances should be disclosed to the Board, as appropriate, and the Board shall make a decision as to what (if any) course of action SPI or relevant directors should take so that SPI's best interests are not compromised by personal interests. === General Policies for directors * *No Personal Profit or Gain.* No director (or family member) shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with SPI. Personal profit or gain does not include compensation approved by the Board for paid employees, or reimbursement of legitimate SPI expenses. * *Disclosure and Abstention when Conflicted.* Each director shall disclose to SPI's Board any conflict of interest which he or she may have in any matter pending before SPI and shall refrain from participation in any decision on such matter. * *SPI Conflict Disclosure Form.* Each director shall submit to the Secretary prior to initial election to the board, and annually thereafter, the SPI Conflict Disclosure form <<Exhibit-A,attached as Exhibit A>>. The Secretary must provide a copy of the completed statements to the board. === Conflict Resolution Procedures for directors * *Disclosure of Conflict When Present.* Prior to any Board or Board Committee action on a matter or transaction involving a conflict of interest, a director having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that Staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the Board meeting as a guest for purposes of disclosure. * *Disclosure of Conflict When Absent.* A director who plans not to attend a meeting at which he or she has reason to believe that the Board or Board Committee will act on a matter in which he or she is conflicted shall disclose to the Chair of the meeting all facts material to the conflict of interest. The Chairperson shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. * *Participation in Discussions and Votes Regarding Conflicted Matter.* On a matter in which a director has a conflict of interest, the conflicted director must abstain from, and must not hear nor read the pre-vote discussions of the matter by the Board or Board Committee, except to disclose material facts and to respond to questions. The conflicted director shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. The Conflicted Director may read minutes and/or logs of the matter's discussion after voting is complete. * *Participation in Votes Regarding Conflicted Matter.* A conflicted director may not vote on the Board action with which he or she has a conflict of interest. His or her ineligibility to vote shall be reflected in the minutes of the meeting. * *Conflicted Directors Cannot Establish Quorum.* A conflicted SPI Director shall not be determining the presence of a quorum for purposes of a vote on the matter where he or she has a conflict of interest. * *Managing an Officer's Conflict of Interest.* If a director is an Officer involved in a decision, matter or transaction in which he or she has a conflict of interest, he or she must immediately disclose all facts material to the conflict to the Chair of the Board (or the Chair's designee). The Board must then approve any future decisions, negotiations, and/or other actions taken by the Officer regarding the conflicted matter, and include the person's disclosure of the conflict and the Board's subsequent actions in the minutes of the next meeting. * *Confidentiality of Conflict Disclosures.* Each director shall exercise care not to disclose confidential information acquired in connection with disclosures of conflicts of interest or potential conflicts, which might be adverse to SPI's interests. == Board Advisors, SPI members and volunteers The work accomplished by SPI and its Associated Projects would not be possible without the generous donation of time, funds, and support of Community Members -- including participating corporations, sponsors, and volunteers alike. Community members are not traditionally considered to be ``interested persons,'' and all decision-making authority rests with the SPI Board. * *Community Members Cannot Direct Funds.* Community Members are free to offer suggestions and engage in open dialogue with SPI board and Associated Projects. Community Members who make financial donations do not receive any additional control over SPI or Associated Projects direction beyond what is available to other vocal, active, and contributing community members. [[Exhibit-A]] == Exhibit A: SPI Conflict Disclosure Form Directors of SPI each have a duty to protect SPI and its Associated Projects from violating state and federal laws -- and to avoid any appearance of impropriety. directors serve the public interest and are to have a clear understanding of SPI's charitable mission. All decisions made by directors are to be made solely on the basis of a desire to promote the best interests of SPI and the public good. This Form is to be completed every twelve months and submitted to the Secretary of SPI's Board. Date: +++__________________________+++ Next Form to be completed by (twelve months from now): +++__________________________+++ Name: +++__________________________+++ I affirm the following: * I have received a copy of the SPI Conflict of Interest Policy. +++_________+++ (initial) * I have read and understand the policy. +++_________+++ (initial) * I agree to comply with the policy. +++_________+++ (initial) * I understand that SPI is a public charity and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of tax-exempt purposes. +++_________+++ (initial) .Disclosures: Please describe below any relationships, transactions, positions you (or your family member) hold, or any other circumstances that you believe could cause a conflict of interest as defined by the Policy between your duty to SPI and your personal interests, financial or otherwise: +++________+++ I have no conflicts to report +++________+++ I have the following conflicts and/or potential conflicts to report: +++_____________________________________________________________________+++ +++_____________________________________________________________________+++ +++_____________________________________________________________________+++ +++_____________________________________________________________________+++ +++_____________________________________________________________________+++ I hereby certify that the information set forth is true and complete to the best of my knowledge. Signature: +++______________________________________+++ Date: +++_________________+++