Article I â€“ Purpose
The purpose of the conflict of interest policy is to protect The New Boston Pride Committee, Inc. d/b/a Boston Pride (hereinafter referred to as “Boston Pride”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, a director, or a member of Boston Pride 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 â€“ Definitions
1. Member: Any physical person who is part of the Board of Directors of Boston Pride, or any of its committees, or part of the Boston Pride Committee, or any of its sub-committees, is a member of Boston Pride.
2. Interested Person: Any officer, director, or member of Boston Pride, who has a direct or indirect financial interest, as defined below, is an interested person.
3. 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 Boston Pride has a transaction or arrangement,
b. A compensation arrangement with Boston Pride or with any entity or individual with which Boston Pride has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Boston Pride is negotiating a transaction or arrangement.
Examples of financial interest include: Owning stock or holding debt or other proprietary interests in any third party dealing with Boston Pride; Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with Boston Pride; Receiving remuneration for services with respect to individual transactions involving Boston Pride; Using Boston Pride’s time, personnel, equipment, supplies, or good will for other than Boston Pride-approved events, activities, programs and purposes; Receiving personal gifts or loans from third parties dealing or competing with Boston Pride.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not nominal or de minimis.
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 Board of Directors or the appropriate committee with board-delegated powers decides that a conflict of interest exists.
Article III â€“ 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 Board of Directors or the members of the appropriate committee with board-delegated powers considering the proposed transaction or arrangement. Such disclosure should be as soon as practicable once a conflict of interest is made known to the person. Such disclosure should also be in writing.
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, the interested person shall leave the meeting of the Board of Directors or of the appropriate committee with board-delegated powers 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 meeting of the Board of Directors or of the appropriate committee with board-delegated powers, but after the presentation, the interested person 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 Board of Directors or of the appropriate committee with board-delegated powers shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Board of Directors or the appropriate committee with board-delegated powers shall determine whether Boston Pride can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or the appropriate committee with board-delegated powers shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Boston Pride’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy:
a. If the Board of Directors or the appropriate committee with board-delegated powers 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 Board of Directors or the appropriate committee with board-delegated powers 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 meeting of the Board of Directors or of the appropriate committee 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, 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
(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 â€“ Compensation
1. A voting member of the Board of Directors who receives compensation, directly or indirectly, from Boston Pride for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation or financial matters and who receives compensation, directly or indirectly, from Boston Pride for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the Board of Directors or of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Boston Pride, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI – Annual Statements
Each officer, director, and member of Boston Pride 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 Boston Pride is a nonprofit organization, and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII – Periodic Reviews
To ensure Boston Pride 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, and
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to Boston Pride’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, Boston Pride may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.