THE CAMPUS CLUB POLICY ON CONFLICT OF INTEREST (Revised February 2009)
The purpose of the Conflict of Interest Policy is to protect the Campus Club’s interest when it contemplates entering into a transaction or contractual arrangement that might benefit the private interest of a Campus Club officer or director, or Campus Club employee with authority to influence Campus Club transactions. The Policy requires disclosure to the Board of all interests that may present a conflict, the recusal of individuals who may have conflict from participation in related decision-making, and determination by the Board (excluding any member with a conflict of interest) whether a contemplated transaction or contractual arrangement may be pursued despite the existence of the disclosed financial interest. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit organizations. The board, officers, and management employees have the responsibility to administer the affairs of the Campus Club honestly and prudently, and to exercise their best skill and judgment for the sole benefit of the Campus Club. Those persons shall exercise good faith in all transactions involved in their duties, and they shall not use their positions with the Campus Club or knowledge gained therefrom for their personal benefit.
SECTION 2.DEFINITIONS1. Interested Person
Any directors or officer, and any employee who has the authority to influence transactions or
contractual arrangements of the Campus Club, is an interested person.”
2. Financial Interest
a. A person has a financial interest” if the person has, directly or indirectly, through business,
investment or family:
1. an ownership, management, or investment interest in any entity with which the Campus Club has a transaction or contractual arrangement, is negotiating a transaction or contractual arrangement, or is contemplating a transaction or
contractual arrangement, or
2. compensation from the Campus Club other than salary directly related to duties
as an employee of the club or complimentary rooms or meals provided by the
Campus Club to individuals for and during meetings related to Campus Club
3. compensation or an arrangement for compensation from any entity or individual with which the Campus Club has a transaction or contractual arrangement, is negotiating a transaction or contractual arrangement, or is contemplating a transaction or contractual arrangement.
b. An interested person does not have a financial interest” subject to disclosure merely because the interested person has a membership contract with the Campus Club or is affiliated with or has oversight over a unit of the University that does business with the Campus Club.
SECTION 3.DUTY TO DISCLOSE FINANCIAL INTERESTS
An interested person will promptly on discovery disclose all financial interests as defined in
Section 2. Disclosure by Campus Club employees shall be made either to the executive director or to the Board president. Disclosure involving directors shall be made to the Board president (or, if the disclosure is by the Board president, to the Board vice-president). The disclosure shall be brought to the attention of the Board of Directors, which will decide if the financial interest creates a conflict of interest.
SECTION 4. PROCEDURE FOR HANDLING POTENTIAL CONFLICT OF INTEREST
1. After disclosure of a financial interest, the Board shall offer the interested person an opportunity to address the Board concerning the financial interest.
2. The interested person shall be excluded from any discussion or vote to approve or disapprove the transaction or contractual arrangement that relates to the disclosed financial interest.
3. The chair of the Board may appoint a disinterested person or committee to investigate alternatives to or obtain a comparative evaluation of the proposed transaction or contractual arrangement.
4. After exercising due diligence, the Board shall determine whether the Campus Club can obtain with reasonable efforts a more advantageous transaction or contractual arrangement from a person or entity that would not give rise to a conflict of interest.
5. If a more advantageous transaction or contractual arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or contractual arrangement is fair and reasonable and in the best interest of the Campus Club. In conformity with that determination, the Board shall make its decision as to whether to enter into the transaction or contractual arrangement.
6. The minutes of the Board or any committee considering a potential conflict of interest shall document the disclosure, the investigation (if any), the Board determination, and who was present during the discussion of the potential conflict of interest.
SECTION 5.VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY
1. If the Board has reasonable cause to believe that an interested person has failed to disclose a financial interest as defined in section 2, it shall inform the individual of the basis for such belief and afford the individual an opportunity to explain the alleged
failure to disclose.
2. If, after hearing the individual’s response and after making further investigation as warranted by the circumstances, the Board determines the individual has violated this Policy by failing to disclose a relevant financial interest, it shall take appropriate disciplinary and corrective action.
SECTION 6. CONFLICT OF INTEREST DISCLOSURE STATEMENT
All Campus Club directors, officers and senior management employees will be expected to complete and sign the following conflict of interest statement annually.
I HEREBY CONFIRM that
1. I have received a copy of the Campus Club Conflict of Interest Policy,
2. I have read and understand the policy,
3. I agree to comply with the policy and in particular to make any disclosures required
by the Policy.
4. I understand that the Campus Club is a non-profit organization and in order to
maintain its federal tax exemption it must engage primarily in activities that
accomplish one or more of its tax-exempt purposes.