Conflict of Interest Policy for Officers and Board Members

This policy also exists to ensure a board or committee with board-delegated powers has approved a transaction/ arrangement involving a potential Conflict of Interest with a board member or University officer, prior to its implementation.  In addition, the purpose of this policy is to set guidelines for board candidates that may have a Conflict of Interest.

Procedures

Appointment to the Board. Prior to appointment, an individual shall disclose the existence of any potential Conflict of Interest.

Determining Whether a Conflict of Interest Exists. After disclosure of a potential Conflict of Interest or appearance thereof and all material facts, and after any discussion with the Interested Person, he/she shall leave the board or committee meeting while the potential Conflict of Interest is discussed and voted upon.

1. An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion if the board or committee will vote on the transaction or arrangement.
2. The chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the board or committee shall determine whether the University can obtain a more advantageous transaction or arrangement with reasonable efforts from another person or entity.
4. If a more advantageous transaction or arrangement is not reasonably attainable, the board or committee shall determine by a majority vote of the disinterested members of the board or committee whether the transaction or arrangement is in the University’s best interest, and for its own benefit, and whether the transaction is fair and reasonable to the University, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

Violations of the Conflict of Interest Policy

If the board or committee has reasonable cause to believe that a board member or University officer has failed to disclose a potential Conflict of Interest, it shall inform the individual of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose.

If an individual board member has reasonable cause to believe that a board member or University officer has failed to disclose a potential Conflict of Interest, that board member shall inform the board chair.

If, after hearing the response of the board member/University officer and making such further investigation as may be warranted in the circumstance, the board or committee determines that the board member/University office has in fact failed to disclose a potential Conflict of Interest, it shall take appropriate disciplinary and corrective action.

Record of Proceedings

The minutes of the board and all committees with board-delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a Conflict of Interest, and the nature of the Conflict of Interest.
2. The names of the person who were present for discussions and votes relating to any Conflict of Interest, the content of the discussion, including any alternatives to the proposed transactions or arrangement, and a record of the board or committee decision.

Compensation
A voting member of the Board of Trustees, or any committee thereof, who receives Compensation, directly or indirectly, from the University for services is precluded from voting on matters pertaining to that member’s Compensation.

Annual Statements
Each board member and University officer shall annually sign a statement called Board of Directors Related Party Questionnaire, which affirms that such person:

1. Has received a copy of the Conflict of Interest policy;
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands that the University is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish on or more of its tax-exempt purposes.

A copy of the Board of Directors Related Party Questionnaire is available upon request.

Periodic Reviews

To ensure that the University operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted of any Financial Interest with University officers or board members consistent with AdventHealth Policy CW CR 133.

In conducting the periodic reviews referenced above the University may use internal personnel or outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.

This policy is not intended to be inconsistent with AdventHealth Policy CW CR 102.