Queen City Robotics Alliance (QCRA)
Board of Director's Conflict of Interest Policy

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 or 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.

 

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,

c.  A potential ownership or investment interest in, or compensation arrangement with, any
     entity or individual with which the Organization is negotiating a transaction arrangement, or

d.  Is a director, officer, or trustee for an entity that is a party to the transaction that is or should
     be considered by the board of directors.

 

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. The board of directors may approve the transaction through the affirmative vote of a
    
majority of the directors who have no direct or indirect interest in the transaction, but
    
a transaction shall not be authorized, approved, or ratified by a single director. A
    
majority of the votes that are entitled to cast a vote under this policy shall constitute a
    
quorum for this purpose.

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, and 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[1]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.