WHEREAS, it is in the best interest of Jewish Council for Youth Services (“JCYS”) to have a conflict of interest policy enumerating the procedures for disclosure and resolution of possible conflict of interest.
NOW, THEREFORE, BE IT RESOLVED, that the following statement of policy be enacted, effective immediately:
1. Rationale Officers, directors, designates, committee members and senior staff members of JCYS (collectively, “Key Individuals”) have a fiduciary duty to conduct all business of JCYS in a manner consistent with the best interests of JCYS. This duty requires that all decisions and actions of Key Individuals on behalf of JCYS must be made or taken solely with a view to, and with a desire to promote, the best interests of JCYS. Key Individuals are likely to be, and indeed should be, persons with substantial involvement in business and community organizations. It would be very difficult, or perhaps impossible, for JCYS to recruit competent leadership from people entirely free of potential conflicts of interest with JCYS. The best way to protect JCYS from the taint of actual or apparent conflict of interest is for JCYS to require Key Individuals to disclose potential conflicts of interest in advance. With this information JCYS can take action to prevent the conflict of interest from tainting the decision-making process of JCYS. Such action will often consist of excluding the conflicted Key Individual from the decision-making process.
A “Conflict of Interest” exists when a Key Individual or Family Member of a Key Individual:
(a) directly or indirectly does or seeks to do business with, or receives or seeks to receive anything of value from, JCYS or any of its affiliated facilities or programs,
(b) has a direct or indirect ownership interest or investment in an organization (except as the owner or beneficial owner of less than 5% of any class of securities), doing or seeking to do business with, or receiving or seeking to receive anything of value from, JCYS or any of its affiliated facilities or programs, or
(c) receives anything of value from any person or organization that does or seeks to do business with JCYS or any of its affiliated facilities or programs.
A “Family Member” of an individual means the spouse, children, parents and any other household members of such individual.
A “Senior Staff Members” shall include (regardless of actual title):
(a) JCYS’ executive employees,
(b) JCYS’ highest ranking operating employee,
(c) JCYS’ highest ranking financial employee,
(d) JCYS’ highest ranking development employee,
(e) JCYS’ highest ranking facilities employee,
(f) JCYS’ center directors,
(g) anyone with authority to determine or control a significant portion of the organization’s budget or employee compensation,
(h) anyone who regularly exercises general authority to make administrative or policy decisions on behalf of JCYS,
(i) anyone with authority to sign checks, or
(j) anyone designated by the Executive Director or President of JCYS.
3. Disclosure All Key Individuals shall submit to JCYS an initial written disclosure statement and, thereafter, annual disclosure statements, attesting that:
- S/he understands and agrees to comply with the Conflict of Interest Policy; and
- Except as specifically described in the disclosure statement, neither s/he nor, to the best of his/her knowledge, any of his/her Family Members has, during the past 12 months been engaged in, or reasonably expects at any time in the next 12 months of being engaged in, any Conflict of Interest.
In addition to submitting initial and annual disclosure statements, whenever a Key Individual is present at a meeting where s/he can reasonably anticipate that final deliberation or voting is about to occur on a matter in which s/he has a Conflict of Interest, s/he shall immediately and fully disclose the Conflict of Interest to the person chairing the meeting.
4. Non-Participation A Key Individual who has disclosed or been found to have a Conflict of Interest with respect to a particular matter shall (a) refrain from participating in the final deliberation and any voting regarding the matter, and (b) shall vacate the room when the matter is being finally deliberated and voted upon.
5. Reporting The Executive Director of JCYS shall be responsible for collecting and reviewing the initial and annual disclosure statements, and at least annually shall submit to the President of the Board of Directors and the Chair of the Finance Committee a written report listing the Conflicts of Interest disclosed in such statements and the actions, if any, taken by JCYS in response.
6. Penalty for Noncompliance Failure of any Key Individual to comply with this Policy, including but not limited to failure to timely submit disclosure statements, may be grounds for removal from office.
7. Decision-Making The Board of Directors, officer, committee or staff person with authority to grant final approval to a transaction in the absence of a Conflict of Interest (the “Decision-Making Body”) shall approve a transaction involving a Conflict of Interest. A disinterested majority of the Board of Directors or a committee of the Board shall typically, but is not required, to approve a transaction involving a Conflict of Interest with a Director. In deciding whether to approve any contract or transaction between JCYS and a Key Individual, the Decision-Making Body must comply with the substantive and procedural requirements of the “excess benefit” rules of the Internal Revenue Code. These rules require that (i) the economic benefits to the Key Individual must not exceed a reasonable amount, (ii) the Decision-Making Body must obtain and use comparability data in making the decision, and (iii) the Decision-Making Body must fully and timely document the basis for its decision.