ARTICLE 1
PURPOSE
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Library 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.
ARTICLE II
DEFINITIONS
1. Interested Person: Any director, principal officer, or member of a committee with Board of Trustee delegated powers, who has a direct or indirect financial interest as defined below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Library has a transaction arrangement,
b. A compensation arrangement with Library or with any entity or individual with which the Library has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, an entity or individual with which the Library is negotiating a transaction or arrangement.
ARTICLE III
PROCEDURES
1. 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 with governing board delegated powers considering the proposed transaction or arrangement.
2. 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 governing 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.
3. Procedures for Addressing the Conflict of Interest:
a. An interested person may make a presentation at the governing 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.
b. The chairperson of the Board of Trustees or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Library 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.
f. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the Library’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.
4. Violations of the Conflict of Interest Policy:
a. If the Board of Trustees 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 him/her an opportunity to explain the alleged failure to disclose.
b. If, after hearing his/her response and after making further investigation as warranted by the circumstances, the Board of Trustees or committee determines he/she has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IV
RECORDS OF PROCEDINGS
The minutes of the Board of Trustees and all committees with board delegated powers shall contain:
a. 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.
b. 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.
ARTICLE V
ANNUAL STATEMENTS
Each trustee, principal officer and member of a committee with Board of Trustee delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflict of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Library is an educational, nonprofit organization 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 VI
PERIODIC REVIEWS
To ensure the Library 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, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Library’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in impermissible private benefit or in an excess benefit transaction.
ARTICLE VII
USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article VI, the Library 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 periodic reviews are conducted.
CONFLICT OF INTEREST STATEMENT
By signing below, I declare that I have received a copy of the Ogdensburg Public Library Conflict of Interest Policy [Trustee Manual, Chapter G, Section 7]; that I have read and understand the policy; that I agree to comply with the policy; and that I understand the Library is an educational, nonprofit organization and in order to maintains its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.
This declaration will be kept on file at the Ogdensburg Public Library until superseded.
Trustee [Printed] ____________________________________________
Trustee [Signature] __________________________________________
Date ___________