GITBOOK-33: No subject

conflict-of-interest-policy.md

@@ -1,5 +1,5 @@
 ---
-description: As adopted April 2020.
+description: As adopted April 2020, and reaffirmed February 2023
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 # Conflict of Interest Policy
@@ -17,8 +17,14 @@ description: As adopted April 2020.
    1. An ownership or investment interest in any entity with which TMDC has a transaction or arrangement,
    2. A compensation arrangement with TMDC or with any entity or individual with which TMDC has a transaction or arrangement, or
    3. A potential ownership or investment interest in, or compensating arrangement with, any entity or individual with which TMDC 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. A person who has a financial interest may have a conflict of interest only if the Board or Executive Committee decides that a conflict of interest exists, in accordance with this policy.
-3. **Independent Director:** A director shall be considered “independent” for the purposes of this policy if he or she is “independent” as defined in the instructions for the IRS 990 form or, until such definition is available, the director 1. is not, and has not been for a period of at least three years, an employee of TMDC or any entity in which TMDC has a financial interest; 2. does not directly or indirectly have a significant business relationship with TMDC, which might affect independence in decision-making; 3. is not employed as an executive of another corporation where any of TMDC’s executive officers or employees serve on that corporation’s compensation committee; and 4. does not have an immediate family member who is an executive officer or employee of TMDC or who holds a position that has a significant financial relationship with TMDC.
+3. **Independent Director:** A director shall be considered “independent” for the purposes of this policy if he or she is “independent” as defined in the instructions for the IRS 990 form or, until such definition is available, the director 
-4. **Nonfinancial interest:** is a nonfinancial interest that might influence an officer’s, director’s, or committee member’s participation or vote in an action of the officer’s, director’s, or committee member’s duties: 1. The person’s relationship as an unpaid volunteer, officer or director of an organization that may be affected, directly or indirectly, by action to be taken, or not taken, by TMDC 2. The person’s personal, political, religious, friendship, or personal relationships which may be affected by an action to be taken, or not taken, by TMDC.
+   1. is not, and has not been for a period of at least three years, an employee of TMDC or any entity in which TMDC has a financial interest; 
+   2. does not directly or indirectly have a significant business relationship with TMDC, which might affect independence in decision-making; 
+   3. is not employed as an executive of another corporation where any of TMDC’s executive officers or employees serve on that corporation’s compensation committee; and 
+   4. does not have an immediate family member who is an executive officer or employee of TMDC or who holds a position that has a significant financial relationship with TMDC.
+4. **Nonfinancial interest:** is a nonfinancial interest that might influence an officer’s, director’s, or committee member’s participation or vote in an action of the officer’s, director’s, or committee member’s duties: 
+   1. The person’s relationship as an unpaid volunteer, officer or director of an organization that may be affected, directly or indirectly, by action to be taken, or not taken, by TMDC 
+   2. The person’s personal, political, religious, friendship, or personal relationships which may be affected by an action to be taken, or not taken, by TMDC.
 
 ## Article 3. Procedures
 
@@ -69,26 +75,7 @@ To ensure TMDC operates in a manner consistent with charitable purposes and does
 
 When conducting the periodic reviews as provided for in Article VII, TMDC may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
 
-Revision History by the TMDC Board
+### Revision History by the TMDC Board
 
-Initial Conflict of Interest policy adopted April ,2020
+* Initial Conflict of Interest policy adopted April 2020
-
+* Re-affirmed February 2023.
-Montana Dinosaur Center Director & Officer Conflict of Interest Statement
-
-1. Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Are you a member in Good Standing? Yes No What organization or other membership affiliation do you represent? \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Position: Are you a voting Director? Yes No Are you an Officer? Yes No If you are an Officer, which Officer position do you hold:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.
-2. I affirm the following: I have received a copy of the TMDC Conflict of Interest Policy. \_\_\_\_\_\_\_\_\_ (initial) I have read and understand the policy. \_\_\_\_\_\_\_\_\_ (initial) I agree to comply with the policy. \_\_\_\_\_\_\_\_\_ (initial) I have reviewed the Board Member Job Description. \_\_\_\_\_\_\_\_\_ (initial) I understand that TMDC is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_ (initial)\
-   Disclosures:
-3. Do you have a financial interest (current or potential), including a compensation arrangement, as defined in the Conflict of Interest policy with TMDC? Yes No
-   1. If yes, please describe it: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
-   2. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy? Yes No
-4. In the past, have you had a financial interest, including a compensation arrangement, as defined in the Conflict of Interest policy with TMDC? Yes No
-   1. If yes, please describe it, including when (approximately): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
-   2. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy? Yes No
-5. Are you an independent director, as defined in the Conflict of Interest policy? Yes No
-   * If you are not independent, why? \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
-
-***
-
-Signature of Director Date
-
-Date of Review by Executive Committee: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_