Assistance League® of Omaha

Conflict of Interest Policy

Board Approved March 21, 2021

 

Purpose

This conflict of interest policy is designed to help the Board of Directors and members of Assistance League of Omaha. identify situations that present potential conflicts of interest and to provide Assistance League of Omaha with a procedure which will allow a transaction to be treated as valid and binding even though the Board of Directors, members or employees have or may have a conflict of interest with respect to the transaction. The policy is intended to comply with the procedure prescribed in Nebraska Revised Statutes, 21-1987, governing conflicts of interest for directors of nonprofit corporations.

1. Definitions

a. A Potential Conflict of Interest is any circumstance described in Part 2 of this Policy.

b. A Responsible Person is any person serving on the Board of Directors, any voting or nonvoting member, and any nonmember volunteer acting as an agent of Assistance League of Omaha.

c. A Family Member is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person

d. A Material Financial Interest in an entity is a financial interest of any kind, which in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgement with respect to transactions to which the entity is a party.

e. A Contract or Transaction is any agreement or relationship involving the sale or purchase of goods, services or rights of any kind, the providing or receipt of a loan or grant, the establishment of any type of pecuniary relationship, or review of a charitable organization by Assistance League of Omaha. The making of a gift to Assistance League of Omaha is not a Contract or Transaction.

2. Potential Conflict of Interest Defined

For purposes of this policy, the following circumstances shall be deemed to create Potential Conflicts of Interest:

a. Outside Interests

1) A Contract or Transaction between Assistance League of Omaha and a Responsible Person or Family member.

2) A Contract or Transaction between Assistance League of Omaha and an entity in which a Responsible Person or Family member has a Material Financial Interest or of which such person is a director, office, agent, partner, association, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative. Boar

b. Outside Activities

1) A Responsible Person competing with Assistance League® of Omaha in the rendering of services or in any other Contract or Transaction with a third party.

2) A Responsible Person’s having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative of, or consultant to, an entity or individual that competes with Assistance League of Omaha in the provision of services or in any other Contract or Transaction with a third party.

c. Gifts, Gratuities and Entertainment

A Responsible Person accepting gifts, entertainment or other favors from any individual or entity that:

1) does or is seeking to do business with, or is a competitor of Assistance League of Omaha; or

2) has received, is receiving or is seeking to receive a loan, grant, or to secure other financial commitments from Assistance League of Omaha; or

3) is a charitable organization.

Under circumstances where it might be inferred that such action was intended to influence the Responsible Person in the performance of their duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value.

3. Procedures

a. Prior to Board or committee action on a Contract or Transaction involving a Potential Conflict of Interest, a director or committee member having a Potential Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.

b. A director or committee member who plans not to attend a meeting at which such person has reason to believe that the Board or committee will act on a matter in which the person has Potential Conflict of Interest shall disclose to the chairman of the meeting all facts material to the Potential Conflict of Interest. The chairman shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.

c. A person who has a Potential Conflict of Interest shall not participate in or be permitted to hear the Board or committee discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert their personal influence with respect to the matter, either at or outside the meeting.

d. A person who has a Potential Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of quorum for purposes of the vote. The person having a Potential Conflict of Interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting.

e. Responsible Persons who are not members of the Board of Directors of Assistance League® of Omaha, or have a Potential Conflict of Interest with respect to Contract or Transaction that is not the subject of Board or committee action, shall disclose to the chairman or the designee any Potential Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Potential Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect Assistance League of Omaha’s participation in such Contract or Transaction.

4. Confidentiality

Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information which might be adverse to the interests of the Assistance League of Omaha. Each Responsible Person shall not disclose or use information relating to the business of Assistance League of Omaha for the personal profit or advantage of the Responsible Person or a Family Member. Each Responsible Person shall not disclose or use Assistance League of Omaha’s roster, mailing lists or donor names in any form for the personal profit or advantage of the Responsible Person or Family Member.

5. Self-Dealing

Each Responsible Person shall not receive any advantage over the public in relation to Assistance League of Omaha’s Thrift Shop. This includes the following: No Responsible Person shall take any merchandise home on approval, purchase any items that have not been on the sales floor for one full day of open Thrift Shop hours, or put a hold on any items.

6. Review of Policy

a. Each Responsible Person shall be required to review copy of this policy and to acknowledge such in writing.

b. The Board of Directors shall be required to review a copy of this policy and to acknowledge such in writing every year they serve on the Board of Directors. 7. Report of Possible Conflict of Interest

a. Each Responsible Person shall report any possible Conflict of Interest.

b. Each Responsible Person shall complete a Disclosure Form (Exhibit #1) identifying any relationships, positions or circumstances in which the Responsible Person is involved that could contribute to a possible Conflict of Interest. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the President.

Members are asked to sign a Membership Acknowledgement Form to indicate their understanding and acceptance of this policy. At any time that an Assistance League of Omaha member has a situation which may be deemed a Potential Conflict of Interest, it is the Assistance League member’s responsibility to complete the Conflict of Interest Disclosure Form.

Assistance League® of Omaha Conflict of Interest Disclosure Form

At any time that an Assistance League of Omaha member has a situation which may be deemed a Potential Conflict of Interest, it is the Assistance League member’s responsibility to complete the Conflict of Interest Disclosure Form. Each Responsible Person shall complete a Conflict of Interest Disclosure Form identifying any relationships, positions or circumstances in which the Responsible Person is involved that could contribute to a possible Conflict of Interest. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the President. Please describe any relationships, positions or circumstances in which you are involved that could represent a potential Conflict of Interest as expressed in Assistance League’s By-Laws and Standing Rules.

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