Conflict of Interest Policy
The purpose of the Conflict of Interest Policy is to protect the interests of Religious Freedom Coalition, a tax-exempt organization, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, Director, committee member, member, or employee of Religious Freedom Coalition or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal conflict of interest laws applicable to nonprofit and charitable organizations.
- Any Board Director, officer, member of a committee, member, or employee with Board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family, any of the following.
- An ownership or investment interest in any entity with which Religious Freedom Coalition has a transaction or arrangement.
- A compensation arrangement with Religious Freedom Coalition or with any entity or individual with which Religious Freedom Coalition has a transaction or arrangement.
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Religious Freedom Coalition is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under procedures, a person who has a financial interest may have a conflict of interest only if the Board of Directors or committee decides that a conflict of interest exists.
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 Board of Directors, and members of committees, or employees with Board-delegated powers considering the proposed transaction or arrangement.
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, the Director, committee member or employee shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board of Directors 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 of Directors or committee meeting, but after the presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The President of Religious Freedom Coalition Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board of Directors or committee shall determine whether Religious Freedom Coalition 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 of Directors or committee shall determine by a majority vote of the disinterested Directors or committee meetings whether the transaction or arrangement is in Religious Freedom Coalition 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 or not to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
- If the Board of Directors or committee has reasonable cause to believe a Director, committee member, or employee has failed to disclose actual or possible conflicts of interest, it shall inform the Executive Director, committee member, or employee of the basis for such belief and afford the Director, committee member, or employee an opportunity to explain the alleged failure to disclose.
- If, after hearing the Board Director’s, committee member’s, or employee’s response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines that the Director, committee member, or employee has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the Board of Directors and all committees with Board-delegated powers shall contain the following information.
- 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 of Director’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.
- A voting Director of the Board who receives compensation, directly or indirectly, from Religious Freedom Coalition for services, is precluded from voting on matters pertaining to that Director’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Religious Freedom Coalition for services is precluded from voting on matters pertaining to that committee member’s compensation.
- No voting Director of the Board or any committee member, whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Religious Freedom Coalition, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each Board Director, committee member, and employee of a committee with Board-delegated powers shall annually sign a statement, which affirms such person:
- Has received a copy of the conflicts of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands that Religious Freedom Coalition is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
To ensure Religious Freedom Coalition 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.
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management of Religious Freedom Coalition conform to Religious Freedom Coalition’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
- When conducting the periodic reviews as provided for in Periodic Reviews, Religious Freedom Coalition may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted.