Conflict of Interest Policy
Article 1: Purpose
Friends of MontanaPBS is committed to ensuring that there is no conflict of interest between the mission and vision of Friends of MontanaPBS and the personal interests of employees, board members and committee members. Friends of MontanaPBS requires that all employees, board members and committee members with board-delegated powers sign and/or update a conflict of interest statement each year. This assures that employees, board members and committee members exercise the utmost good faith in all transactions involved in their duties and that they not use their positions with Friends of MontanaPBS or knowledge gained there for their personal benefit.
Article 2: Definitions
- Interested Person
Any director, 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.
- Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
- An ownership or investment interest in any entity with which the organization has a transaction or arrangement,
- A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. 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 3: Procedures
- 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.
- 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.
- Procedures for Addressing the Conflict of Interest
- 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.
- 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.
- After exercising due diligence, the governing board or committee shall determine whether the organization 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.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’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.
Article 4: Violations of the Conflicts of Interest Policy
- 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.
- 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 5: Records of Proceedings
The minutes of the governing board and all committees with board-delegated powers shall contain:
- 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 governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- 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 6: Compensation
- 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.
- 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.
- 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.
- Compensation is defined by the IRS: “unless otherwise provided, all forms of cash and noncash payments or benefits provided in exchange for services, including salary and wages, bonuses, severance payments, deferred payments, retirement benefits, fringe benefits, and other financial arrangements or transactions such as personal vehicles, meals, housing, personal and family educational benefits, below-market loans, payment of personal or family travel, entertainment, and personal use of the organization’s property.”
Article 7: 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:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- 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-exempt purposes.
Article 8: 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 every three years. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
- 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 9: 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.
Last updated and approved by the Friends of MontanaPBS board on August 15th, 2014
Conflict of Interest Statement
For Officers, Directors, Committee Members, Staff Members and Consultants:
The Friends of MontanaPBS, Inc. is a charitable 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.
No member of the Friends of MontanaPBS Board of Directors, or any of its committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the Friends of MontanaPBS. Each individual shall disclose to the Friends of MontanaPBS any personal interest which he or she may have in any matter pending before the Friends of MontanaPBS and shall refrain from participation in any decision on such matter.
Areas in which conflicts may arise:
- Persons and firms supplying goods and services to the Friends of MontanaPBS.
- Persons and firms from whom the Friends of MontanaPBS leases property and equipment.
- Persons and firms with whom the Friends of MontanaPBS is dealing or planning to deal in connection with any gifts, large contributions or donations of property.
- Competing or affinity organizations.
- Agencies, organizations and associations that affect the operations of the Friends of MontanaPBS.
- Family or friend relationships among the officers, directors, committee members, staff members or consultants, with contributors, suppliers and/or leasers.
Any member of the Friends of MontanaPBS Board, any Committee or Staff who is an officer, board member, a committee member or staff member of a related organization shall identify his or her affiliation with the Friends of MontanaPBS. Further, he or she shall not participate in any decisions affecting that agency, and the decision must be made and/or ratified by the full Board.
At this time, I am a Board member, a Committee member, or an employee of the following organizations:
Now this is to certify that I, except as described below, am not now nor at any time during the past year have been:
- A participant, directly or indirectly, in any arrangement, agreement, investment or other activity with any vendor, supplier or other party; doing business with the Friends of MontanaPBS which has resulted or could result in personal benefit to me.
- A recipient, directly or indirectly, of any salary payments or loans or gifts of any kind or any free service or discounts or other fees from or on behalf of any person or organization engaged in any transaction with the Friends of MontanaPBS.
Any exceptions to 1 or 2 above are stated below with a full description of the transactions and of the interest, whether direct or indirect, which I have (or have had during the past year) in the persons or organizations having transactions with the Friends of MontanaPBS: (Write “None” if there are none)
I have read and understand the Friends of MontanaPBS’ Conflict of Interest Policy and my responses to the above questions are complete and correct to the best of my information and belief. I agree that if I become aware of any information that might indicate that this disclosure is inaccurate or that I have not complied with this policy, I will notify the Chair of the Board.
Printed name: _______________________________________________
Last updated and approved by the Friends of MontanaPBS board on August 15th, 2014