The Livery Round Table
Conflict of Interest Policy
The purpose of this policy is to protect the tax-exempt status of The Livery Round Table when entering or contemplating entering into a transaction or agreement that might benefit the personal, private interest of a Board of Director, the Executive Director, Committee Member or employee of The Livery Round Table. This policy is to supplement but not to replace any federal, state or local laws applicable to not-for-profit organizations.
Section 1: Definitions
- a.Interested Person
Any Board of Director, Executive Director, member of a committee or employee with Board of Director delegated powers or authority who has a direct or indirect financial interest as explained below is an interested person.
- b.Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment or family any of the following:
- 1.Ownership or investment interest in any entity with which The Livery Round Table has a transaction, agreement or other involvement,
- 2.A compensation arrangement with The Livery Round Table or with any entity or individual with which The Livery Round Table has a transaction or arrangement, or
- 3.A potential ownership or investment interest in or any compensation arrangement with any entity r individual with which The Livery Round Table is negotiating a transaction or arrangement.
- c.Compensation includes direct or indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest unless the Board of Directors decides that a conflict of interest exists.
Section 2: Duty to Disclose
In any actual or possible conflict of interest, and Interested Person has a responsibility to disclose the existence of any such conflict and to be given the opportunity to disclose all material facts to the Board of Directors.
Section 3: Determining If A conflict Exists
Only the Board of Directors shall investigate and make a determination if a conflict of interest exists. After proper disclosure and any discussions, the Board of Directors shall vote in closed session to determine if a conflict exists. If the Interested Person is also a Board of Director Member, they shallnot take part in the discussions or vote.
Section 4: Procedures
- a.The Interested Person may make a presentation to the Board of Directors and provide whatever documents or other material they feel explains or mitigates the possible of interest.
- b.The Board of Directors shall, if it feels appropriate a disinterested third party to investigate alternatives to the proposed transaction or arrangement.
- c.After all reasonable due diligence, the Board of Directors shall determine whether The Livery Round Table 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.
- d.If a more advantageous transaction or arrangement is not reasonably possible, the Board of Directors shall determine by majority vote if the possible conflict of interest transaction or arrangement is in The Livery Round Table’s best interest.
Section 5: Violations
- a.If the Board of Directors has reasonable cause to believe there exists a conflict of interest that has been failed to be disclosed, it shall inform the Interested Person of the basis for such belief and afford that Interested Person an opportunity to explain the alleged failure to disclose.
- b.If after hearing the response and any other further investigation that may be warranted, it is determined that a failure to disclose exists, the Board of directors shall take appropriate disciplinary and/or corrective action.
Section 6: Record of Proceedings
The Board of Directors or any person empowered to investigate any such possible conflict of interests shall keep minutes of all proceedings as confidential and shall contain:
- a.The names of the people involved and a summary of their information, statements or presentations.
- b.The names of the Board of Directors, their votes and discussions and any related information used in making the decision.
Section 7: Compensation
A Board of Director, Executive Director, employee or Committee Members who receives compensation is precluded from voting or participating in a decision on matters pertaining to their own compensation.
Section 8: Statements
- a.Each Board of Director, Executive Director, Committee member or employees upon assuming such position shall sign a statement which affirms:
- 1.Has received a copy of the conflict of interest policy
- 2.Has read and understands the policy
- 3.Has agreed to comply with this policy
- 4.Understands that The Livery Round Table is a trade organization, formed for the benefit of its members and is a 501 (c) (6) tax exempt organization and in order to maintain its federal tax exemption must operate and engage in activities which will maintain its tax exempt status.
Section 9: Reviews
To ensure The Livery Round Table operates consistent with its purposes and
in a manner which will maintain its tax exempt status, shall at a minimum review its procedures annual. The periodic review shall, at the minimum include:
- 1.Whether compensation arrangements and benefits are reasonable based on competent information and the results of arm’s length bargaining.
- 2.Whether partnerships, joint ventures and other arrangements conform to The Livery Round Table’s written policies, are properly recorded, reflect reasonable investments or payment of goods and services and do not result in inurnment, impermissible private benefit or is an excess benefit transaction.