The purpose of the following policy and procedures is to prevent the personal interest of staff members, officers, and Board of Directors members from interfering with the performance of their duties to the Zane State College Foundation, or resulting in personal, financial, professional and/or political gain on the part of such persons at the expense of the Foundation or the College.
Where a member may be associated in any way to any individual firm or organization with which the Foundation may do or may consider doing business, that relationship shall be disclosed by the member to the Board Chair, as appropriate. Where his/her business or other relationship may be involved in a financial transaction, the transaction shall be made as a result of competitive bidding or other objective measure in the best interest of the Foundation. The member concerned may properly participate in such discussions, may be counted in the quorum, but shall not vote in the final decision.
The Zane State College Foundation Board endorses the following standards of conduct as volunteers whose responsibility is to lead and guide the Foundation through the formulation of Foundation policy and delegation of authority to the appropriate college staff members.
- To model and encourage professional and ethical behavior at all times when conducting the business of the Foundation.
- To abide by the provisions set forth in the corporation’s articles of incorporation and by-laws.
- To refrain from engaging in any behavior that might be construed as self-dealing or in conflict with the mission, goals, and fundamental purpose of the Foundation, including:
- serving on boards of other community colleges;
- using the equipment or other resources of the Foundation to secure outside personal gain;
- taking advantage of participation in the Foundation to advance personal, political, or profit motivated activities;
- marketing services or products to the Foundation on a non-competitive basis;
- disclosing to outside parties any Foundation information when such information is not readily available to the general public (such as confidential donor giving information).
- To devote time, thought and study to the duties and responsibilities of a Foundation board member and/or officer in order to render effective and creditable service. This includes making business decisions for the Foundation based on good faith and with due diligence as any prudent person would attend to their own personal and business affairs.
- To base decisions upon all available facts in each situation; to vote with honest conviction in every case, unswayed by partisan or personal bias of any kind and to abide by, respect and uphold the final majority decision of the Board. ,
- To bear in mind under all circumstances that the primary function of the Board is to establish the policies by which the Foundation is to be administered, but that the administration of Foundation and the conduct of its business shall be left to the appropriate staff.
- To carefully avoid the assertion of Board authority or preferences as an individual Foundation member or in concert with other members, other than at official Board meetings or as a result of official Board actions.
- To refrain from any attempt to influence college business, individual admissions, employment, or purchasing decisions, except when the decision is an agenda topic at an official Board meeting.
Procedures for Addressing The Conflict Of Interest
- An interested person may make a presentation at the foundation board of directors meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the foundation board of directors shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the foundation board of directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflict of Interest Polley
- If the foundation board of directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the foundation board of directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received a copy of the conflict of interest policy,
- Has read and understands the policy,
- Has agreed to comply with the policy, and
- Understands that the zane state college foundation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
As a duly elected or ex-officio member of the Zane State College Foundation, I hereby certify that I understand and agree to the guidelines outlined above and
_ that, to the best of my knowledge, no circumstance exists with me or my immediate family that might be construed as a conflict of interest with my membership on the Zane State College Foundation Board of Directors.
-or-
- that personal or immediate family circumstances currently exist that possibly might be construed as a conflict of interest with my Foundation board membership. The circumstances are described below and are submitted to the Foundation’s leadership for review and recommendation.
