Article I: Purpose
The purpose of this conflict of interest policy is to protect the interests of Cause when it is contemplating entering into a transaction or an arrangement that might benefit the private interest of an officer or director of Cause, 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. It complements the Cause Code of Ethics and the Cause Whistle Blower Protection Policy.
Article II: Definitions
Article III: 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 board of directors (or disinterested members thereof) when the proposed transaction or arrangement is being reviewed.
Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after discussion, if any, with the interested person, he/she shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The board (or remaining disinterested 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 board 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 shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence and considering any information collected under paragraph 3b, the governing board shall determine whether Cause can obtain with reasonable effort 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 shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of Cause and whether it is fair and reasonable. In conformity with the above determination it shall then make a decision whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
If the governing board has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
If, after hearing the person's response and after pursuing further investigation as warranted by the circumstances, the governing board determines the person 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 governing board shall contain:
Article V: Compensation
A voting member of the governing board who receives compensation, directly or indirectly, from Cause 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 Cause for services is precluded from voting on matters pertaining to that member's compensation.
A voting member of the governing board or of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Cause, either individually or collectively, is not prohibited from providing information regarding compensation; however, the compensated member shall affirmatively disclose any apparent financial interest that the member may have under a compensation plan, and shall abstain from any vote on specific compensation for the member. The member does not have to abstain from voting on compensation plans of general, objective applicability unless a majority of the uninterested members vote otherwise.
Article VI: Annual Statements
Annually, each director, officer, and employee shall sign a statement that affirms that such person:
Article VII: Periodic Reviews
To ensure that Cause 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 include, at a minimum, the following subjects:
Article VIII: Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, Cause 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 that periodic reviews are conducted.