Conflicts of Interest *
United Way of the Ozarks
Policy on Conflict of Interest And Disclosure of Certain Interests
This Conflict of Interest Policy is designed to help directors, officers, and employees of United Way of the Ozarks (UWO) identify situations that present potential conflicts of interest and to provide UWO with a procedure that, if observed, will allow a transaction to be treated as valid and binding even though a director, officer, or employee has or may have a conflict of interest with respect to the transaction. In the event there is an inconsistency between the requirements and the procedures prescribed herein and those in federal or state law, the law shall control.
A Conflict of Interest is any circumstance described in Part 2. of this Policy.
A Responsible Person is any person serving as an officer, employee or member of the board of directors of UWO.
A Family Member is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister of a Responsible Person.
A Material Financial Interest in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation.
A Contract or Transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship or review of a charitable organization by UWO. The making of a gift to UWO is not a Contract or Transaction.
2. Conflict of Interest Defined
For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:
A Contract or Transaction between UWO and a Responsible Person or Family Member.
A Contract or Transaction between UWO and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative.
A Responsible Person competing with UWO in the rendering of services or in any other Contract or Transaction with a third party.
A Responsible Person’s having a Material Financial Interest in or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative of, or consultant to an entity or individual that competes with UWO in the provision of services or in any other Contract or Transaction with a third party.
Gifts, Gratuities, and Entertainment
A Responsible Person accepting gifts, entertainment, or other favors from any individual or entity that: Does or is seeking business with, or is a competitor of UWO, or has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from UWO; is a charitable organization.
Under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value that are not related to any particular transaction or activity of UWO.
Before board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of
Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
A person who has a Conflict of Interest with respect to a Contract of Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board of directors of UWO has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the board of directors.
Responsible Persons who are not members of the board of directors of UWO or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of board or committee action, shall disclose to the Chair or the Chair’s designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect UWO’s participation in such Contract or Transaction.
In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of UWO. Furthermore, a Responsible Person shall not disclose or use information relating to the business of UWO for the personal profit or advantage of the Responsible Person or a Family Member.
5. Review of Policy
Each new Responsible Person shall be required to review a copy of this Policy and to acknowledge in writing that he or she has done so.
Each new Responsible Person shall annually complete a disclosure form identifying any relationships, positions, or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest arising. Such relationships, positions, or circumstances might include service as a director of or a consultant to a not-for-profit organization, or ownership of a business that might provide goods or services to UWO. Any such information regarding business interests of a Responsible Personal or a Family Member shall be treated as confidential and shall generally be made available only to the Chair, the Executive Director, and any committee appointed to address Conflicts of Interests, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated immediately to all Responsible Persons.
Approved by the United Way Board of Directors
January 10, 2007
Revised December 8, 2008
Reviewed by Board April 2011 I hereby certify that I have reviewed and agreed to abide by the Policy of Conflict of Interest of UWO that is currently in effect. Conflicts of Interest *
Please describe any relationships, positions, or circumstances in which you are involved that you believe could contribute to a Conflict of Interest (as defined in UWO's Policy on Conflicts of Interest) arising.
Board Member Agreement *
The United Way of the Ozarks (UWO) is a humanitarian organization dedicated to helping people and changing communities. The Board of Directors’ role is to ensure services are provided to meet our community’s needs. The Board Development Committee presented your name as a candidate to serve on the Board of Directors. We appreciate your time in reviewing the Board of Directors packet. If you agree to serve, please complete the form below.
The Board of Directors meets on the second Wednesday of each month at 4:00 pm. You will be notified of the meeting location prior to each Board meeting. Board of Directors serve for three-year terms. The Board Development Committee may, at its discretion, also recommend a second three-year term, if the Director is willing and able to serve.
As a member of the Board of Directors:
--I accept the Bylaws and Board of Directors Position Description. I understand that I am ethically responsible for the health and vitality of United Way of the Ozarks. I also understand that, as a board member, I lead by example and will be an outstanding role model and enthusiastic community champion advocating for the United Way of the Ozarks.
--To fulfill my responsibility as a board member, I will:
• Act as an ambassador for the organization, interpreting its mission and values to the community.
• Attend at least 75% of the organization’s board meetings (in person or via conference call). [Note: The Executive Committee can make exceptions to this requirement based on unique circumstances.]
• Make a personally meaningful financial contribution (minimum $500 Leadership Gift) on an annual basis and connect UWO to individuals and organizations that will make contributions, run campaigns, and/or establish partnerships.
• Actively participate in fundraising/resource development activities, as requested.
• Actively serve on at least one Board committee at all times.
• Act in the best interests of the organization and excuse myself from discussions or votes where I have a conflict of interest.
• Stay up-to-date regarding the status of the organization.
• Be an active, engaged participant in policy-making, discussions, and other board business.
• Work in good faith with other board members and staff members as partners toward the achievement of UWO’s goals.
--To help me with my responsibilities, the organization will:
• Send me monthly financial reports and packets summarizing recent activity before each board meeting.
• Offer me opportunities to discuss the organization’s programs, goals, activities and status with the President/CEO and Board President.
• Offer me opportunities for professional development, as recommended by the Board Development Committee.
• Respond in a forthright manner to my requests for available information that will help me carry out my duties and responsibilities as a board member
Revised: September 2020 I hereby certify that I have reviewed and agreed to abide by the Board Member Agreement of UWO that is currently in effect.