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Conflict of Interest Policy and Procedures

The Washington Native Plant Society (WNPS) is a nonprofit, tax exempt organization. Maintenance of its tax exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operation of the WNPS as a public trust, which is subject to scrutiny by and accountable to these authorities, as well as, to members of the public.

I. Application of Policy
This policy is intended to supplement, but not replace, federal and state laws governing conflicts of interest applicable to nonprofit corporations. It applies to board members (state and chapter), the executive director, and staff, as well as their relatives and associates, and to who are hereinafter referred to as "interested parties."

II. Definition of Conflict of Interest
A conflict of interest may exist when the interests or concerns of an interested party may be seen as competing with the interests or concerns of the Washington Native Plant Society (WNPS). The variety of situations that raise conflict of interest concerns include, but are not limited to, the following:

A. Financial Interests -A conflict may exist where an interested party directly or indirectly benefits or profits as a result of a decision, policy or transaction made by the Washington Native Plant Society. Examples include situations where:

  • WNPS contracts to purchase/lease goods, services, or property from an interested party.
  • WNPS offers employment to an interested party, other than a person who is already employed by WNPS.
  • An interested party uses their relationship with a WNPS client to obtain employment, a contract or other benefit.
  • An interested party is provided use of the facilities, property, or services of WNPS in a manner that would not be available to other community members.
  • WNPS adopts a policy that specifically creates a financial benefit to an interested party.

A financial interest is not necessarily a conflict of interest. A conflict of interest exists only when the board decides that a person with a financial interest has a conflict of interest.

B. Other Interests -A conflict also may exist where an interested party obtains a non-financial benefit or advantage that he/she would not have obtained absent his/her relationship with WNPS.

Examples include where:

  • An interested party seeks to make use of confidential information obtained from WNPS or a WNPS client for his/her own benefit (not necessarily financial).
  • WNPS adopts a policy that provides a significant nonfinancial benefit to an interested party.

A conflict of interest exists only when the Board of Directors decides there is a conflict.

III. Disclosure of Potential Conflicts of Interest

An interested party is under a continuing obligation to disclose any potential conflict of interest as soon as it is known or reasonably should be known.

  • Board members and the executive director complete an Affirmation of Compliance form (Appendix B) when they join the board or staff and annually thereafter.
  • Any interested party completes the Disclosure of Potential Conflict of Interest Statement (Appendix A) to disclose any potential conflicts of interest. Disclosure Statements and Affirmations of Compliance will be submitted as follows:
  • For board members, the disclosure statements will be provided to the board chair.
  • The chair's disclosure statement shall be provided to the secretary of the board.
  • In the case of staff and consultants/volunteers, the disclosure statements shall be provided to the executive director.
  • In the case of the executive director, the disclosure statement shall be provided to the chair of the board.

The secretary of the board or the person designated by the board as the reviewing official is responsible for bringing potential conflicts to the attention of the board or the executive director. The secretary of the board shall file copies of all disclosure statements with the official corporate records of WNPS.

IV. Procedures for Review of Potential Conflicts
Whenever there is reason to believe that a potential conflict of interest exists between WNPS and a board member or the executive director, the board shall determine the appropriate response. The designated reviewing official has a responsibility to bring a potential conflict of interest to the attention of the board for action at the next regular meeting of the board or during a special meeting called specifically to review the potential conflict of interest. WNPS shall refrain from acting until such time as the proposed action, policy or transaction has been approved by the disinterested members of the board. Whenever there is reason to believe that a potential conflict of interest exists between WNPS and a consultant/volunteer, the executive director shall determine the appropriate response. The executive director shall report to the board chair the results of any review and the action taken. The chair shall determine whether any further board review or action is required.

V. Procedures for Addressing Conflicts of Interest

The following procedures shall apply:

  1. An interested party who has a potential conflict of interest with respect to a proposed action, policy or transaction of the corporation shall not participate in any way in, or be present during, the deliberations and decision-making vote of WNPS. However, the interested party shall have an opportunity to provide factual information about the proposed conflict and/or action, policy or transaction. Also, the board may request that the interested party be available to answer questions.
  2. The disinterested members of the board may approve the proposed action, policy or transaction upon finding that it is in the best interests of WNPS. The board shall consider whether the terms of the proposed action, transaction or policy are fair and reasonable to WNPS and whether it would be possible, with reasonable effort, to find a more advantageous arrangement with a disinterested party.
  3. Approval by the disinterested members of the board shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. An interested party shall not be counted for purposes of determining whether a quorum is present, or for purposes of determining what constitutes a majority vote of directors in attendance.
  4. The minutes of the meeting shall reflect that the conflict disclosure was made to the board, the vote taken and, where applicable, the abstention from voting and participation by the interested party. Whenever possible, the minutes should frame the decision of the board in such a way to provide guidance for consideration of future conflict of interest situations.

VI. Violations of Conflict of Interest Policy
If the board or executive director (for staff /volunteers) has reason to believe that an interested party has failed to disclose a potential conflict of interest, it shall inform the person of the basis for such belief and allow the person an opportunity to explain the alleged failure to disclose.

If the board or executive director (for staff/volunteers) decides that the interested party has in fact failed to disclose a possible conflict of interest, the board shall take such disciplinary and corrective action as the board shall determine.

 

Approved by the Executive Board: April 4, 2009

Printable PDF

WNPS Conflict of Interest Disclosure Document

WNPS Conflict of Interest Policy Affirmation of Compliance




Updated: March 7, 2015
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