XII. Conflict of Interest
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The following statement of policy applies to all Board of Officers and Directors of NBYFL, and to all persons employed by NBYFL regardless of position.
1. Responsibility. Directors, officers, and staff serve the non-profit interest of NBYFL and thus have a clear obligation to this concept. All decisions of the trustees, officers, directors and staff volunteers of NBYFL are to be made solely on the basis of a desire to promote the best interests of the organization and it’s non-profit objectives and mission.
2. Individuals inevitably are involved in the affairs of other institutions and organizations. Effective boards and organizations will include individuals who have relationships and affiliations that may raise questions about perceived conflicts of interest. Although many such potential conflicts are and will be deemed inconsequential, every individual trustee, director, officer, and staff volunteer has the responsibility to ensure the entire Board of Officers is made aware of situations that involve personal, familial, or business relationships that could create a real or perceived conflict of interest. Thus, the board requires each trustee, director, officer and any staff volunteer doing business for or on behalf of NBYFL (a) to be familiar with the terms of this policy; (b) to disclose to the President of the board any possible personal, familial, or business relationships that reasonably might give rise to a conflict involving NBYFL; and (c) to acknowledge by his or her signature that he or she understands and is in accordance with the letter of this policy.
3. Compensation. All NBYFL trustees, directors, officers, and staff volunteers are and will be non-compensated, and shall receive no payments, gifts, bonuses, or monetary rewards for their services to NBYFL, from or by NBYFL or from separate entity for their services to or involvement in NBYFL. A voting member of the governing board of trustees, or board of officers, who receives compensation, payments of any kind or awards of any kind, directly or indirectly, from an entity doing business with or providing services for NBYFL is precluded from voting on matters pertaining to that entity.
4. Disclosure of Conflicts With Respect to Potential Financial Transactions. In the event any financial transaction involving NBYFL also involves (a) a trustee, officer, director, staff volunteer, or a member of their extended family, or (b) an organization with which any trustee, officer, director, staff volunteer of NBYFL has any material financial interest, the trustee, officer, officer, staff or employee having the affiliation or interest, at the first knowledge of the transaction, shall disclose fully the precise nature of the interest or involvement.
5. Disclosure Statement. Each trustee, officer, director, and staff volunteer conducting business for or on behalf of NBYFL shall be requested annually by NBYFL to submit a disclosure statement listing all organizations with which he or she is affiliated and describing the nature of the affiliation as defined below. In the event there is any material change in the information contained in any disclosure statement, the person who submitted it shall promptly submit written notification of the change. A trustee, officer, director, or staff volunteer is deemed to be affiliated with any organization that may be potentially related to the financial operation of NBYFL (a) of which he or she, or a member of his or her family, is a director, officer, trustee, partner, employee, or agent; or (b) in which he or she or members of his or her family receive direct financial benefit from sales or services; or (c) in which he or she or members of his or her extended family have a 35 percent or greater interest. The term immediate family shall be deemed to include an individual’s spouse and children (including legally adopted children), and members of that individual’s household. The term extended family shall be deemed to include an individual’s spouse, children (including legally adopted children), parents, grandparents, great grandparents, siblings (whether by whole or half blood), spouse of that individual’s siblings, children, grandchildren and great grandchildren and members of that individual’s household. In no way should this policy imply that directors, officers, or employees should reveal any political, religious, ethnic, fraternal or civic affiliations.
6. Administration. All disclosures required under this policy and amendments thereto, shall be directed in writing to the President of the Board of Officers, or if by the President, to the whole board. The Secretary of the board and the President shall be responsible for the administration of this policy. Issues under this policy shall be reported to the President and/or the Secretary. Information disclosed under this policy shall be held in confidence by the persons authorized to receive and act upon it except where, in the judgment of any of such persons, the best interest of the organization requires further disclosure.
7. Annual Review. A review of the process and all pertinent information regarding this policy shall be reported annually to the Board of Officers by the President and/or the Secretary. The review will consider and include (a) any open issues or concerns, (b) minutes from any prior meetings dealing or covering any aspect of this policy, (c) whether, if ever, compensation arrangements and benefits policies are revised, they are reasonable, based on competent survey information and the result of arm’s length bargaining and, (d) whether partnerships, joint ventures, business dealings and arrangements conform to the NBYFL’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction. [Minutes of Board of Officer meetings and all committees with board delegated powers dealing with this policy 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 governing board’s or committee’s decision as to whether a conflict of interest in fact existed, and (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.]
8. Restraint on Participation. A trustee, officer, director, or staff volunteer doing business for or on behalf of NBYFL who has declared or has been found to have a conflict-of-interest in any proposed transaction or other matter shall refrain from participating in consideration of the proposed transaction or other matter, unless for special reasons the Board of Officers requests information or interpretation from the person or persons involved. In the case of an officer or trustee, he or she shall not vote on the matter in question and shall not be present at the time of the vote. With respect to restraint on participation by staff volunteers, the president, or, where applicable, the Secretary shall take such action as is necessary to assure that the transaction is completed in the best interests of NBYFL without the substantive involvement of the person who has the possible conflict-of-interest.
9. Advance Determinations. Any trustee, officer, director, member, or staff volunteer who is uncertain about possible conflict-of-interest in any matter may request the Board of Officers to determine whether a possible conflict exists; the Board of Officers shall resolve the question by majority vote. If required, the question of potential conflict might be referred to counsel for an opinion prior to a vote of the Board of Officers.
10. Purchasing and Selling. In the event that NBYFL purchases goods, services or assets from any trustee, officer, director, staff volunteer or league participant, the terms of such person will be accompanied by fair-market value research and negotiated at arms-length with written record filed and maintained with NBYFL Secretary. In the event that NBYFL sells, gifts, leases, loans any goods, services, assets, etc. to to any trustee, director, officer, staff volunteer, league participant or other, such sale, gift, lease or loan will be accompanied by fair-market value research and negotiated at arms-length with written record filed and maintained with NBYFL Secretary.