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Conflict of Interest Policy
For the purpose of this policy, a “conflict of interest” is present whenever an interested person has a financial interest in a proposed contract or transaction to which BCF may be a party. Interested persons include Board members, members of committees of the Board, officers, and staff of BCF. A person has a financial interest if he or she has, directly or indirectly, through business, investment or family, an actual or potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which BCF is considering a transaction or arrangement. (Compensation includes direct and indirect remuneration as well as gifts or favors.) The interested person may be directly involved in the transaction or have an employment, investment or ownership interest in or with an entity involved in the transaction. A conflict of interest can result from the providing of professional and other services to BCF.
- Interested persons (including Foundation Board members, committee members, officers and staff of BCF) shall take all reasonable steps to avoid actual or perceived conflicts of interest arising from their business activities. Unless there is prior Board approval, such interested persons (or their firms, as applicable) may not engage in any business relationship with BCF. The Board will only approve such a business relationship with BCF in exceptional situations such as when there is no practical alternative supplier of the business to BCF, the price or conditions offered by the interested person (or his or her firm, as applicable) are distinctly more favorable than any practical alternative, or when the personal benefit inuring to the interested person from the business relationship with BCF is merely incidental.
- Interested persons should not engage in business relationships that result reasonably directly from a grant or other decision of BCF. In determining whether a business relationship results reasonably directly from a decision of BCF, the following factors should be considered: (a) the time that has elapsed since BCF’s decision; (b) whether the interested person or his or her business will be paid with Foundation funds; (c) the degree of overlap between the focus of BCF’s decision (e.g., awarding a grant or selecting an investment) and the content of the interested person’s business; (d) whether BCF plays any role in selecting the business that provides the service in question; and (e) whether the business providing the service will interact in any substantial way with BCF.
- Interested persons must disclose any possible conflicts of interest and the nature of his or her financial interest to the Board or a committee of the Board that is considering the proposed transaction or arrangement. Such disclosure shall include any relevant and material facts known to such interested person about the transaction or arrangement which might reasonably be construed to be adverse to BCF’s interest.
- After disclosure of the financial interest, the interested person shall remain in the meeting to provide such information as the Board or committee may request, and thereafter shall leave the meeting while the financial interest is discussed and the remainder of the Board or committee determines whether a conflict exists.
- The Board Chair or committee Chair may appoint a disinterested member or committee to investigate alternatives to the proposed transaction or arrangement and determine, upon exercising reasonable due diligence, whether BCF can, with reasonable efforts, obtain a more advantageous transaction or arrangement from a different person or entity who does not create a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a two-thirds affirmative vote of the disinterested members of the Board or committee present whether the transaction or arrangement is in BCF’s best interest and for its own benefit, and whether such transaction or arrangement is fair and reasonable to BCF. The conflicted Board member shall not be present during that portion of any meeting, shall not vote, and may not be counted for purposes of determining whether a quorum is present.
- The minutes of any meeting of the Board or committee dealing with such matters shall contain: (i) the names of the interested persons who disclosed or were otherwise 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 Board’s or committee’s decision as to whether a conflict of interest in fact existed, and (ii) the names of the persons who were present for discussions and votes related 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 those proceedings
Duality of Interest Policy
The duality of interest policy is intended to preserve the integrity of the grant making function and processes of BCF. It is recognized that Board members, committee members, officers and staff of BCF will serve in many capacities in the charitable community with agencies, institutions and programs, which are grant applicants. Such roles give rise to a dual interest, which is permissible and often beneficial to both organizations. However, dual roles can be misconstrued and thus sensitivity is necessary to reduce or eliminate perceptions of favoritism.
A duality of interest exists when a Board member, officer, or staff member of BCF is affiliated with an organization seeking, or who has sought to request a grant from BCF. Such affiliation exists if the interested person is a director, trustee, officer or employee of the grantee organization, or has an unofficial role such as significant donor, volunteer, advocate or advisor to that organization. For purposes of this policy statement such relationship shall be defined to be a “duality of interest or involvement”.
- Officers, Trustees and members of the staff of BCF may serve as a trustee, director or officer of, or in any other official capacity with, any organization in Brookline. But should such an organization apply for, or be in a position to apply for or receive a grant in the future from BCF, such participation must be disclosed to the Executive Director and Board Chair. Such disclosures are to be made, in any case, by filling out an annual BCF disclosure form, listing affiliations, volunteers positions and the like.
- No officer or member of the staff of BCF who is involved with a grantee organization, as described in the preceding paragraph, shall play a decision-making role with respect to the making of a grant to such grantee organization. The officer or member of the staff may participate in discussion about the grant, but may not vote.
- No member of BCF Board, a committee member, officer or member of the staff of BCF shall receive any individual monetary benefit, direct or indirect, from any grant to or other transaction with any grantee organization. It is the intention of this provision that any grants from BCF to such grantee organizations shall be used for general program or operational purposes of the grantee organization and not to pay salary or other compensation to any person with a duality of interest or involvement.
- As to grant applications, no grantee organization with which any Board member, committee member, officer or member of the staff of BCF is involved, shall receive any special consideration whatsoever for its application. No variation in the procedures or standards for processing grants shall be permitted and particularly thorough scrutiny, justification, and consideration shall be applied to the application of any such grantee organization.
During the consideration of any proposed grant to any organization by BCF Board or by any committee thereof, any member of BCF Board, committee members, officers or staff of BCF who has a duality of interest or involvement with the prospective recipient shall notify the, Grants Committee Board Chair and members of the Committee if such is not otherwise noted in the grant review. If such person serves on the Board or is an official advisor to the applicant, such person shall refrain from voting on the proposed grant but shall, subject to the discretion and control of the Chair, be permitted to participate in discussions regarding the applicant organization. Any person deemed by himself, herself or the Chair to have a conflict of interest (see the Conflict of Interest Policy set forth above) shall not participate in any vote on a grant for such an agency request, and unless asked specifically to stay, shall leave the meeting when the vote is made.
General Provisions Applying to Both Policies
Definitions and General Principles
- For purposes of both the Conflicts of Interest Policy and the Duality of Interest Policy, references to Board members, committee members, officers or members of BCF staff shall include their spouses, significant others, children, parents and siblings.
- Board members, committee members, officers and staff of BCF shall not intentionally use their association with BCF to create any favorable treatment or advantage from any business, organization, or person.
- If the Board, or any committee has reasonable cause to believe that a Board member, committee member or officer has failed to disclose any actual or possible conflicts of interest or duality of interest or involvement, it shall inform such person of the basis for such belief and afford him or her an opportunity to explain the alleged failure to disclose. Following such explanation and after any further investigation deemed appropriate by the Board or committee, if the Board or committee determines that the interested person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, which may, when warranted, result in the removal or termination of such person.
- If the Board, any committee of the Board or management of BCF has reasonable cause to believe that a member of BCF staff has failed to disclose any actual or possible conflicts of interest or duality of interest or involvement, or otherwise has violated the terms of either the Conflicts of Interest Policy or the Duality of Interest Policy as stated above, then such matter shall be treated as a violation of the employment policies and practices of BCF by such staff member, and the EXECUTIVE DIRECTOR shall cause BCF to take such disciplinary or other action as is deemed appropriate in the circumstances, all in accordance with the prescribed employment procedures and practices of BCF, which may, when warranted, result in the termination of such staff member.
Annual Disclosure Statements
For purposes of carrying out the Conflicts of Interest Policy and the Duality of Interest Policy of BCF, Board members, officers and Foundation staff, not less often than once each year hereafter, will fill out and sign a disclosure statement concerning their Brookline business interests and nonprofit organization affiliations. Such information may be used by BCF in its continuing efforts to avoid, or otherwise properly manage conflicts of interest, and to identify and properly manage circumstances of duality of interest or involvement.
Confidential financial and investment information may not be used for personal gain. BCF is a significant private investor and receives substantial confidential information in the performance of its investment, gift acceptance and stewardship obligations. No Board member, officer or member of BCF staff should use such confidential information for personal purposes or transmit such information to others except in the course of his or her duties on behalf of The Brookline Community Foundation. Each Board member and BCF Staff shall execute a Confidentiality Statement in the form prescribed by BCF.
Questions and Concerns
Any questions or concerns that any Board member, officer or member of BCF staff has regarding whether a conflict of interest exists, whether or not an affiliation with another nonprofit organization creates a duality of interest or involvement, or otherwise is uncertain about the appropriate behavior in a given situation should seek guidance from the Executive Director or Board Chair.