Conflict of Interest Policy
Article I. Purpose
The purpose of this conflict of interest policy is to protect the St. Petersburg College Foundation, Inc. (Foundation), a nonprofit organization and certified direct support organization of St. Petersburg College, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Foundation 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 is acknowledged that members of the Foundation’s Board of Directors, committees, and staff are subject to the laws of Florida, including the provisions of Chapter 112 of the Florida Statutes as may apply.
Article II. Definitions
- Interested Person
Any director, principal officer, or member of a committee with powers delegated to it by the Bylaws or the Board of Directors, 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 Foundation has a transaction or arrangement,
- A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
NOTE: Having a financial interest does not necessarily constitute a conflict of interest. Under Article III below, a person who has a financial interest will be deemed to have a conflict of interest only if the Board of Directors or committee decides that a conflict of interest exists.
Article III. Process of Disclosure
- 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 considering the proposed transaction or arrangement.
- The interested person shall make every reasonable effort to disclose the nature of his or her interest as a public record in a memorandum filed with the person responsible for recording the minutes of the meeting. The memorandum shall be incorporated into the minutes. If it is not possible to file the memorandum before the vote, disclosure must be made orally at the meeting where the conflict of interest arises and the memorandum must be filed no later than 15 days after the vote.
- 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 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 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 Board or committee shall, if he or she deems it appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After conducting such investigation as it believes appropriate, the 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 Board or committee shall determine by a majority vote of the disinterested directors or committee members 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.
- Violations of the Conflicts of Interest Policy
- If the 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 Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take such disciplinary and/or corrective action as it deems appropriate.
Article IV. Records of Proceedings
The minutes of the Board of Directors and all committees with powers delegated to them by the Bylaws or the Board of Directors 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 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.
- The Memorandum filled by the interested party, either before or after the meeting, briefly stating that there is a conflict of interest and the nature of the conflict of interest.
Article V. Compensation
- A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Foundation 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 Foundation for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the Board of Directors 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.
Article VI. Annual Statements
Each Director, principal officer and member of a committee with powers delegated to it by the Bylaws or the Board of Directors shall annually sign a statement which affirms such person:
- Has received a copy of the conflict 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 VII. Periodic Reviews of this Policy
To ensure the Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, this Policy shall be reviewed annually by the Board of Directors and any changes to this Policy shall be communicated immediately to all interested persons.
- Upon becoming an interested person, each new interested person shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.
- Each interested person shall annually make a disclosure identifying any relationships, positions, or circumstances in which the interested person is involved that he or she believes could contribute to a conflict of interest. Any such information regarding business interests of an interested person shall be treated as confidential and shall generally be made available only to the Chair of the Board of Directors and the Executive Director.
Article VIII. Disclosure or Use of Certain Information
A current or former interested person may not disclose or use information not available to members of the general public and gained by reason of his or her official position, except for information relating exclusively to governmental practice, for his or her personal gain or benefit or for the personal gain or benefit of any other person or business entity.
Adopted August 13, 2014