휄 로 쉽 교 회
Conflict of Interest Policy
The Washington New Covenant Fellowship Church
Last Updated 06/02/2016
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TABLE OF CONTENTS CONFLICT OF INTEREST POLICY 1.
Purpose
2.
Covered Persons
3.
Definitions
4.
Disclosure Policy and Procedure
5.
Confidentiality
6.
Review of Policy
CONFLICT OF INTEREST DISCLOSURE STATEMENT
GIFT POLICY AND DISCLOSURE FORM
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CONFLICT OF INTEREST POLICY 24 No
one can serve two masters. Either you will hate the one and love the other, or you will be devoted to the one and despise the other. You cannot serve both God and money. (Matthew 6:24) If your hand or your foot causes you to stumble, cut it off and throw it away. It is better for you to enter life maimed or crippled than to have two hands or two feet and be thrown into eternal fire. 9 And if your eye causes you to stumble, gouge it out and throw it away. It is better for you to enter life with one eye than to have two eyes and be thrown into the fire of hell. 10 See that you do not despise one of these little ones. For I tell you that their angels in heaven always see the face of my Father in heaven. 8
(Matthew 18:8-10)
It is sound policy for an organization to protect itself and its decision makers from conflict of interest. This contributes to the safeguarding of the reputation and integrity of the organization and its decision-making officials; it can contribute to the organization’s obtaining the best value for goods and services acquired; and in some cases, it can protect it from legal liability. The ordinary protection against conflict of interest is based on principles of transparency and disclosure. A conflict of interest protection rule or policy consists generally of the definition of conflict, the obligation to disclose conflict, and the steps to be taken in order to protect the decision-making process from real or perceived conflict. At all times, the interests of the organization must be the first priority in all decisions and actions. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. In the event there is an inconsistency between the requirements and procedures prescribed herein, and the legal requirements of the corporation’s code in the jurisdiction(s) wherein the Church Corporation is legally resident, the appropriate statutory requirements and remedies will prevail.
1. Purpose The following reasons are given for the adoption of a conflict of interest policy:
The New Covenant Fellowship Church (the Church, hereinafter) is making a statement of the importance of safeguarding the integrity of the decision-making process. It speaks to integrity and character, foundational principles applicable to board members, committee members, trustees, officers, and management employees of the Church;
This conflict of interest policy is designed to identify situations that present potential conflicts of interest and to provide the Church with a procedure which may allow a transaction to be treated as valid and binding even though a board member, committee member, trustee, officer, and management employee has or may have a conflict of interest with respect to said and identified transaction. 2
Detailing the rule through a policy, in addition to its increased visibility, serves in guiding decision makers;
Expanding and not limiting conflict of interest protection is sound from a Christian perspective (Matthew 6:24; Matthew 18:8-10).
2. Covered Persons This statement is directed not only to board members, committee members, trustees and officers, but to all employees who can influence the actions of the Church. For example, this would include all who make purchasing decisions, all persons who might be described as "management personnel," and anyone who has proprietary information concerning the Church. Persons covered by this policy that are not board or committee members should refrain from participating at the earliest possible or appropriate point in discussions on any matter under consideration by the relevant board or committee in which such Covered Person has a conflict of interest. Any Covered Persons, not members of the board or committee, who are uncertain whether they have a conflict of interest in any matter may submit the question to a board or committee, accordingly, to determine whether a conflict of interest exists, and the board or committee shall resolve the question by a majority vote.
3. Definitions
Conflict of Interest means a situation in which the interests of a Covered Person and the interests of the Church diverge, or appear to diverge. Conflicts often arise when there is the potential for a Covered Person, his or her family members, or his or her friends to benefit personally as a result of the Covered Person’s involvement in the Church’s transaction or decision. A conflict of interest must always be disclosed, as described in Section 4.
Presumed Conflict of Interest. A conflict of interest is presumed to arise when the Church has a business relationship or is considering a transaction with a Covered Person or a Covered Person's family member or an outside entity (including a religious, educational, or non-profit entity) in which the Covered Person or family member has a financial interest or a position of authority.
Not all presumed conflicts are material. Nonfinancial conflict refers to a set of circumstances that creates a risk that the integrity of the Church will be unduly influenced by a secondary or competing interest of a Covered Person that is not mainly financial.
Family Member means a Covered Person’s spouse, child (including an adopted or step-child), parent, parent-in-law, sibling, niece or nephew, cousins, close relatives, legal guardian, or household member. Covered persons are however encouraged to disclose a situation or transaction between the Church and a family member other than listed above, that may constitute an apparent or real conflict of interest for the Covered Person.
Position of Authority includes service as a director, officer, trustee, or partner, whether or not one is compensated.
Gifts, Gratuities and Entertainment. A Covered Person accepting gifts, entertainment or other favors from any individual or entity that: 3
1) Does or is seeking to do business with, or is a competitor of the Church or; 2) Has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from the Church. 3) Is a charitable organization operating in the United States of America under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Covered 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 which are not related to any particular transaction or activity of the Church.
4. Disclosure Policy and Procedure Transactions or decisions with parties with whom a conflicting interest exists shall be undertaken only if all of the following are met: 1. The conflicting interest is fully disclosed. Such disclosure shall be reflected in the minutes of the meeting and duly recorded by the Secretary;
Disclosure in the standing committee should be made to the chairman of the standing committee, who shall bring the matter to the standing committee. (or if he or she is the one with the conflict, then to the secretary and then to the next available acting chairman in order)
Disclosure in the board of elders should be made to the chairman of the board of elders, who shall bring these matters to the board of elders. (or if he or she is the one with the conflict, then to the secretary and then to the next available acting chairman in order)
Disclosure in a duly constituted committee should be made to the chairman of the committee, who shall bring the matter to the committee. (or if he or she is the one with the conflict, then to the secretary and then to the next available acting chairman in order)
Disclosure in the board of trustees should be made to the chairman of the board of trustees, who shall bring the matter to the attention of the board of trustees. (or if he or she is the one with the conflict, then to the secretary and then to the next available acting chairman in order)
Disclosure in the corporate officers and management staff of the Church, whether or not one is compensated should be made to the corporate president, who shall bring these matters to the management meeting. (or if he or she is the one with the conflict, then to the next available acting chairman of the management meeting in order)
Disclosure in the corporate officers and management staff of the Subsidiary of the Church, whether or not one is compensated should be made to the corporate president of the Subsidiary, who shall bring these matters to the management meeting. (or if he or she is the one with the conflict, then to the next available acting chairman of the management meeting in order)
2. The person with the conflict of interest is excluded from the discussion and voting of such transaction or decision. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting and duly recorded by the Secretary. The person who has a Conflict of Interest shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest shall not be present in the meeting room when the vote is taken; 4
3. In the case of material (financial) conflict, a competitive bid or comparable valuation exists; and 4. The standing committee, board of elders, board of trustees, a duly constituted committee or management meeting thereof has determined that the transaction or decision is in the best interest of the Church.
A person who has Conflict of Interest 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 or acting chair of the meeting all facts material to the Conflict of Interest. The chair or acting chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting and duly recorded by the Secretary. In the event it is not entirely clear that a Conflict of Interest exists, he or she shall not participate in the discussion of the matter except to disclose material facts and to respond to questions and shall leave the meeting room while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists by a majority vote. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
5. Confidentiality Each Covered 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 the Church. Furthermore, a Covered Person shall not disclose or use information relating to the business of the Church for the personal profit or advantage of the Covered Person or a Family Member.
6. Review of Policy 1. Each new Covered Person shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so. 2. Each Covered Person shall annually complete a disclosure form identifying any relationships, positions or circumstances in which the Covered 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 board or committee member of or consultant to the Church, or ownership of a business that might provide goods or services to the Church. Any such information regarding business interests of a Covered Person or a Family Member shall be treated as confidential and shall generally be made available only to the board or committee members to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy. 3. This policy shall be reviewed annually by each member of the Standing Committee. Any changes to the policy shall be communicated immediately to all Covered Persons.
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CONFLICT OF INTEREST DISCLOSURE STATEMENT Preliminary note: In order to be more comprehensive, this statement of disclosure/questionnaire also requires you to provide information with respect to certain parties that are related to you. These persons are termed “affiliated persons� and include the following:
a. b. c.
your spouse, domestic partner, child, mother, father, brother or sister; any corporation or organization of which you are a board member, an officer, a partner, participate in management or are employed by, or are, directly or indirectly, a debt holder or the beneficial owner of any class of equity securities; and any trust or other estate in which you have a substantial beneficial interest or as to which you serve as a trustee or in a similar capacity.
1.
NAME : (Please print)
2.
CAPACITY:
3.
Standing Committee
Committee
Board of Elders
Officer
Board of Trustees
Management Staff
Have you or any of your affiliated persons provided services or property to NCFC in the past year?
YES
NO
If yes, please describe the nature of the services or property and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:
4.
Have you or any of your affiliated persons purchased services or property from NCFC in the past year? YES NO
If yes, please describe the purchased services or property and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:
5.
Please indicate whether you or any of your affiliated persons had any direct or indirect interest in any business transaction(s) in the past year to which NCFC was or is a party? YES
NO
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If yes, describe the transaction(s) and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:
6.
Were you or any of your affiliated persons indebted to pay money to NCFC at any time in the past year (other than travel advances or the like)? YES
NO
If yes, please describe the indebtedness and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:
7.
In the past year, did you or any of your affiliated persons receive, or become entitled to receive, directly or indirectly, any personal benefits from NCFC or as a result of your relationship with NCFC, that in the aggregate could be valued in excess of $1,000, that were not or will not be compensation directly related to your duties to NCFC? YES
NO
If yes, please describe the benefit(s) and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:
8.
Are you or any of your affiliated persons a party to or have an interest in any pending legal proceedings involving NCFC? YES
NO
If yes, please describe the proceeding(s) and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:
9.
Are you aware of any other events, transactions, arrangements or other situations that have occurred or may occur in the future that you believe should be examined by NCFC’s board or committee in accordance with the terms and intent of NCFC’s conflict of interest policy? YES
NO
If yes, please describe the situation(s) and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:
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I HERBY CONFIRM that I have read and understand NCFC’s conflict of interest policy and that my responses to the above questions are complete and correct to the best of my information and belief. I agree that if I become aware of any information that might indicate that this disclosure is inaccurate or that I have not complied with this policy, I will notify chairman or designee immediately.
Signature
Date
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GIFT POLICY AND DISCLOSURE FORM As part of its conflict of interest policy, NCFC requires that members of board or committee, officers and employees decline to accept certain gifts, consideration or remuneration from individuals or companies that seek to do business with NCFC or are a competitor of it. This policy and disclosure form is intended to implement that prohibition on gifts. Section 1.
“Covered Person” is any person serving as an officer, management staff or a member of board or committee of NCFC.
Section 2.
“Family Member” means a Covered Person’s spouse, child (including an adopted or step-child), parent, parent-in-law, sibling, niece or nephew, cousins, close relatives, legal guardian, or household member.
Section 3.
“Contract or Transaction” is any agreement or relationship involving the sale or purchase of goods, services or rights of any kind, receipt of a loan or grant, or the establishment of any other pecuniary relationship. The making of a gift to NCFC is not a “contract” or “transaction.”
Section 4.
Prohibited gifts, gratuities and entertainment. Except as approved by the Chairman of the standing committee or his designee or for gifts of a value less than $50 which could not be refused without discourtesy, no Covered Person or Family Member shall accept gifts, entertainment or other favors from any person or entity which: 1. 2. 3.
Does or seeks to do business with NCFC or, Does or seeks to compete with NCFC or, Has received, is receiving, or is seeking to receive a Contract or Transaction with NCFC. GIFT STATEMENT
I certify that I have read the above policy concerning gifts, and I agree that I will not accept gifts, entertainment or other favors from any individual or entity, which would be prohibited by the above policy. Following my initial statement, I agree to provide a signed statement at the end of each calendar year certifying that I have not received any such gifts, entertainment or other favors during the preceding year.
Signature
Date
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