The Internal Revenue Service provides a sample conflict of interest policy for hospitals. The following is that policy, modified to apply to charitable nonprofits.
Conflict of Interest
Amended by the Board 9/28/14
The full board of directors, officers of the board, and all employees (including key employees) shall give prompt, full and frank disclosure of his or her interest to the Board of Directors or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can be reasonably construed to exist. If a conflict is found to exist, such person shall not vote on, nor use his or her personal influence on, nor participate in discussion of (other than to present factual information or to respond to questions in the discussions or deliberations with respect to such contract, transaction or determination() the issue. Such person may not be counted in determining the existence of a quorum at any meeting where the contact, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and, where applicable, the abstention from voting and participation, and whether a quorum was present.
Each director and (key) employee disclose annually, in writing, any potentially conflicting relationships or transactions.
This Conflict of Interest policy applies to both the board of directors and all staff, and that it includes all of the components listed in the questions below.
Definitions: For purposes of this Policy and Procedure:
Conflict of interest means any transition in which a current or former PAWSITIVITY Leader has a material financial interest. A conflicted individual is a PAWSITIVITY Leader with a conflict of interest relative to a particular transaction.
PAWSITIVITY Leaders means any member of PAWSITIVITY Staff or any Member of a PAWSITIVITY Entity.
Former PAWSITIVITY Leaders means individuals who were a PAWSITIVITY Leader during any part of the 12 months preceding a vote concerning a transaction in which the Former PAWSITIVITY Leader has a material, financial interest.
PAWSITIVITY Entity means any PAWSITIVITY Board, Commission, Committee, Advisory Group, Working Group, Task Force or Foundation.
Material Financial Interest means any direct or indirect benefit, including salary and/or compensation received directly by a PAWSITIVITY Leader or by a PAWSITIVITY Leader’s immediate relatives (parents, children, siblings, spouses and the spouse’s immediate relatives), co-residents or roommates, or any corporation, partnership or business in which such person is an officer, partner, director, executive or major stockholder.
- In the case of PAWSITIVITY staff, material financial interest shall exclude regular salary, bonuses, benefits and other compensation paid them in the normal course of their duties on behalf of PAWSITIVITY.
- In the case of a member of a PAWSITIVITY Entity, material financial interest shall exclude salary, compensation or benefit resulting from holding a position common to the general membership. (For example, a Board Member voting to spend money on behalf of a group supporting guarantee issue of health insurance does not have a conflict of interest even though such a legal requirement would likely increase their income as many members of PAWSITIVITY would likewise benefit).
Major stockholder means ownership or control of five percent (5%) or more of the outstanding stock of a business Entity.
- A PAWSITIVITY Leader shall disclose any material financial interest in transactions contemplated or entered into by PAWSITIVITY as soon as such interest is known. Such notification must be made, in writing, to the Executive Vice President (EVP) and the President. If the potential conflict involves the EVP, additional notification shall be made to a staff person designated by the EVP at the beginning of each year as “Staff Ethics Officer.” If the potential conflict involves the President, additional notification shall be made to the President-Elect.
- When PAWSITIVITY Leaders or Former PAWSITIVITY Leaders are aware of potential conflict of interest concerning a Former PAWSITIVITY Leader such information shall be disclosed in the same manner as for current PAWSITIVITY Leaders.
- Members of PAWSITIVITY Entities and PAWSITIVITY staff shall not participate in any discussion or vote concerning a transaction in which they have a conflict of interest.
- By a majority vote of the PAWSITIVITY Entity, the conflicted individual may be permitted to participate in discussions concerning the transaction, but in no event may the conflicted individual vote on the matter.
- In cases deemed appropriated by the President, a vote by the Board of Trustees in which at least 60 percent of its membership concurs, may permit a conflicted individual to participate in discussions on a transaction.
- All votes by all PAWSITIVITY Entities (including the Executive Committee) permitting a conflicted individual to participate in discussions concerning the transaction shall be reported immediately to the Board of Trustees. The Board of Trustees shall have the authority to overturn any decision made in connection to the conflict of interest.
- In the case of staff, the EVP shall take all appropriate action to exclude the individual from the decision making process and from activities in support of the transaction.
- Members of PAWSITIVITY Entities and PAWSITIVITY Staff shall voluntarily recuse themselves from activities in which they have or believe they have a conflict of interest. However, any other member of the PAWSITIVITY Entity may seek a vote of the full PAWSITIVITY Entity to determine whether a conflict of interest exists.
- If a majority of the PAWSITIVITY Entity determines a conflict exists for an individual Entity Member, that individual will not be permitted to participate in the discussion and vote concerning the transaction unless permitted to participate under Recusal item 1, above.
- The individual subject to another Member of the PAWSITIVITY Entity’s motion concerning a conflict of interest may participate but may not vote in the debate determining whether a conflict of interest exists.
- PAWSITIVITY Entities shall report all incidences of conflicts of interest to the Board of Trustees including a description of how the conflict was handled.
Transactions Involving Conflicts of Interest
- PAWSITIVITY shall not enter into a transaction involving a conflict of interest with a PAWSITIVITY Leader unless:
- Disclosure of the conflict of interest is made pursuant to this Policy and Procedure.
- The PAWSITIVITY Entity approves a motion by majority vote specifically acknowledging the conflict of interest and stating the level of participation in the decision related to the transaction by the conflicted individual. (For example, if after disclosing a conflict of interest, a Member of the Board of Trustees is permitted to discuss the matter prior to a vote, such involvement must be noted in specific motion). This motion may be part of the motion approving the transaction or in a separate motion.
- The minutes of a PAWSITIVITY Entity shall reflect all information relative to a conflict of interest. The minutes of the PAWSITIVITY Board of Trustees shall specifically reference receipt of any information from staff or PAWSITIVITY Entities concerning conflicts of interest.
Conflict of Interest Disclosure Form
Note: A potential or actual conflict of interest exists when commitments and obligations are likely to be compromised by the nominator(s)’other material interests, or relationships (especially economic), particularly if those interests or commitments are not disclosed. This Conflict of Interest Form should indicate whether the nominator(s) has an economic interest in, or acts as an officer or a director of, any outside entity whose financial interests would reasonably appear to be affected by the addition of the nominated condition to the newborn screening panel. The nominator(s) should also disclose any personal, business, or volunteer affiliations that may give rise to a real or apparent conflict of interest. Relevant Federally and organizationally established regulations and guidelines in financial conflicts must be abided by. Individuals with a conflict of interest should refrain from nominating a condition for screening.
Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest:
_____ I have no conflict of interest to report.
_____ I have the following conflict of interest to report (please specify other nonprofit and for-profit boards you (and your spouse) sit on, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own:
I hereby certify that the information set forth above is true and complete to the best of my knowledge.