How we handle situations where a director, officer or key person has an interest that could conflict with the interests of the organization.

Purpose

This policy protects the interests of Inclusive Ski Touring when we are considering a transaction or arrangement that might benefit the private interest of a director, an officer, or anyone else in a position to influence our decisions. It supplements, and does not replace, any applicable state law governing conflicts of interest for nonprofit corporations.

Who this applies to, and what counts as an interest

This applies to any director, officer, member of a committee with board-delegated powers, or employee. We call those people interested persons.

An interested person has a financial interest if they have, directly or indirectly, through business, investment or family: an ownership or investment interest in any entity we have a transaction or arrangement with; a compensation arrangement with us or with any entity or individual we have a transaction with; or a potential ownership, investment or compensation interest in any entity or individual we are negotiating with. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not automatically a conflict of interest. A conflict exists only once the Board or a committee decides that one does.

The duty to disclose

An interested person must disclose the existence of a financial interest, and all material facts about it, to the directors and members of committees with board-delegated powers who are considering the proposed transaction or arrangement. Disclose early rather than carefully.

What happens next

1. The interested person may make a presentation to the Board or committee, and then leaves the meeting for the discussion and the vote.
2. The chair, if appropriate, appoints a disinterested person or committee to investigate alternatives to the proposed transaction.
3. The Board or committee determines by a majority vote of the disinterested directors whether the organization can obtain a more advantageous arrangement with reasonable effort from a person or entity that would not give rise to a conflict.
4. If a more advantageous arrangement is not reasonably available, the Board or committee decides by a majority vote of the disinterested directors whether the transaction is in the organization's best interest, for its own benefit, and fair and reasonable. It then decides whether to enter into it.

If somebody does not disclose

If the Board or a committee has reasonable cause to believe that a person has failed to disclose an actual or possible conflict, it informs that person of the basis for that belief and gives them an opportunity to explain. If, after hearing the response and making any further investigation warranted, the Board or committee determines that the person has in fact failed to disclose, it takes appropriate disciplinary and corrective action.

Records

Minutes of the Board and of committees with board-delegated powers record the names of the persons who disclosed or were otherwise found to have a financial interest, the nature of that interest, any action taken to determine whether a conflict existed, and the Board's decision as to whether a conflict in fact existed. They also record the names of the persons present for the discussion and vote, the content of the discussion including any alternatives considered, and a record of the vote.

Compensation

A voting member of the Board who receives compensation, directly or indirectly, from the organization for services may not vote on matters pertaining to that compensation. The same applies to a voting member of any committee whose jurisdiction includes compensation. Such a person may provide information to the Board or committee about compensation but may not be present for the discussion or the vote.

Annual statements and review

Each director, officer, committee member with board-delegated powers and employee signs a statement each year affirming that they have received a copy of this policy, have read and understood it, have agreed to comply with it, and understand that the organization is charitable and must engage primarily in activities that accomplish its exempt purposes. Signed statements are held by the Secretary.

The Board periodically reviews whether compensation arrangements are reasonable and based on competent survey information, and whether partnerships, joint ventures and other arrangements further our charitable purposes and do not result in private benefit or impermissible private inurement. The Board may use outside advisors for these reviews without giving up its own responsibility for them.

The rest of our governing documents