Conflict of Interest Policy

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Last updated April 14, 2022

The organization is bound to provide relevant information about any conflicts of interest to safeguard the ByFERIAL LLC's interest when it contemplates entering into a transaction or arrangement that might benefit a private interest or may result in possible excess benefit transactions. This policy is intended to supplement but not replace applicable state and federal laws governing conflict of interest in for-profit and nonprofit organizations.

DEFINITIONS

Interested Persons – Any director, executive committee member, or Empower Global Networking Group member, who has either 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 that the organization has any transaction or arrangement,
  • A compensation arrangement with the company or any third party with whom the company transacts or has an arrangement or
  • The entity or individual with which the organization is negotiating a transaction or agreement may be involved in ownership or investment interest.

Compensation – includes remuneration from straightforward and indirect sources and non-insignificant gifts or favors.

A financial interest is not necessarily a conflict of interest. A person with a financial interest may have a conflict of interest only if the appropriate Executive Committee has deemed a case of conflict of interest exists.

RECORDING OF PROCEEDINGS

The minutes of the Executive Committee with committee-delegated powers shall contain:

  • The names of the party who espoused or discovered a conflict of interest, the nature of said financial interest, any steps taken to determine whether a conflict of interest existed, and the decision of the Executive Committee to concede that an underlying conflict of interest existed.
  • The names and names of the people who participated in discussions and votes relating to the transaction or arrangement, along with the vote count for proceedings.

COMPENSATION

  1. A member of the Executive Committee's voting team that receives the money within the scope of its services is barred from voting on the proposal's compensation.
  2. Any 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 about that member's compensation.
  3. The presiding voting member of the Executive Committee or any other committee of jurisdiction that includes compensation matters and who receive compensation from the organization, either directly or indirectly, is prohibited from providing the committee any compensation-related information.
  4. Annual Declaration within the first month of the fiscal year, each Executive Committee member, ByFERIAL Executive Director, and ByFERIAL Owner and Chairwoman, shall annually sign an annual declaration which affirms such person:
    • Has received an account of the policy addressing conflicts of interest.
    • Has read and understood the policy
    • Has decided to comply with policy
  5. After the Executive Committee deems it appropriate, it may provide a copy of an annual conflict of interest statement that shall be signed and acknowledged:
    • Staff members (if any), organization employees, and volunteers;
    • The notes containing the annual conflict of interest statement and the compensation conflict of interest statement are available on the policy's final pages.

PERIODIC REVIEWS

  1. The Executive Committee shall conduct periodic compliance checks to prevent the organization from losing money on unlawful activities. The periodic checks must include, at a minimum, the following areas:
    • How remuneration was provided to key staff members (if any) should be based on competitive benchmarking data and the outcome of arm's length bargaining.
    • Whether contracts, joint ventures, and arrangements with other organizations adhere to the policies of the instituted organization of which they are a part, are recorded, reflect reasonable expenditure or payments for goods and services, further charitable purposes, and do not result in the corruption or undue advantage, avoiding impermissible private benefit, or in excess benefit transactions.
  2. The organization may, but need not, use advisors trained to perform periodic reviews. If outsiders are consulted, their help can be relied on, but the Executive Committee will still be responsible for organizing regular reviews.

PROCEDURE

  1. Duty of Disclosure
    • A person who may have an interest in the outcome of any proposed transaction or arrangement must disclose a financial interest and may review the pertinent facts before the committee delegates full powers.
    • Each meeting of the Executive Committee will include a moment of disclosure in which members will summarize any conflicts of interest with the items to be deliberated. All such disclosures will be recorded in the meeting minutes.
  2. Determining whether a Conflict of Interest exists
    • Should the disclosure of the financial interest info and all facts and all other info occur, and should there be any disagreement together with the interested party, then the Interested Person will leave the Executive Committee meeting. At the same time, the remaining participants will determine if a conflict of interest exists thru deliberation and will be voted on. The remaining Executive Committee members will decide whether there is a conflict of interest.
  3. Processes for an appeal of the Conflict of Interest.
    • An interested person may present a proposition at a meeting with the Executive Committee, after which the interested person will leave during the voicing of and the vote upon the proposed transaction or transaction involving the possible conflict of interest.
    • The Executive Committee will, if appropriate, pick out an impartial or disinterested person to research feasible alternatives to the proposed transaction or arrangement.
    • After thorough analysis, the Executive Committee—acting in good faith—shall decide whether or not a conflict of interest exists between the organization and the interested person.
    • Suppose a situation is not creating an unnecessary conflict of interest - In that case, the Executive Committee must decide by a majority vote on whether a more advantageous transaction or organization should be declared financially advantageous for the company's benefit and whether it is fair and reasonable. Following the above alternative, it will decide whether it should enter into the transaction or arrangement.
  4. Violations of the Conflicts of Interest Policy
    • If the Executive Committee is convinced that a member has failed to disclose actual or possible conflicts of interest, it will inform the interested person of the basis on which the committee holds this opinion and invite him or her to explain the supposed failure to disclose.
    • After concluding an investigation and listening to the response from the interested person, the Executive Committee may determine that a member failed to disclose an actual or possible conflict of interest. If this has been established, the Executive Committee will take appropriate disciplinary and corrective action.
  5. The Executive Committee will ensure that all documents suitable for Conflict of Interest Annual Declaration Statements are completed and signed yearly. The Executive Director will preserve an entire Conflict of Interest Annual Declaration Statements file.