Effective Date: August 30, 2019
Last Reviewed: August 30, 2019
The purpose of the conflict of interest policy is to protect the College’s tax-exempt interest when contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the College or might result in an excess benefit transaction. 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.
- Interested Persons: Any director, principal officer, or member of a committee with powers delegated from the Board of Trustees, or other applicable governing board, of Stonehill College (“Governing Board Powers”).
- Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- an ownership or investment interest in any entity with which the College has a financial transaction or arrangement,
- a compensation arrangement with the College or with any entity or individual with which the College has a transaction or arrangement, or
- a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the College is negotiating a transaction or arrangement. (Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial).
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the members of committees with Governing Board Powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, an interested person may make a presentation at the governing board or committee meeting. The interested person shall leave the governing board or committee meeting while the remaining board or committee members discuss the matter and vote on whether a conflict of interest exists.
Addressing a Conflict of Interest
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transactionor arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the College 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 governing board or committee shall determine by a majority vote (or other super-majority vote if required by the College’s Bylaws) of the disinterested directors whether the transaction or arrangement is in the College'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 Conflicts of Interest Policy
If the governing board or committee 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 governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with Governing Board Powers shall contain:
- the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board or committee's decision as to whether a conflict of interest in fact existed; and
- the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
A voting member of the governing board who receives compensation, directly or indirectly, from the College for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the College for services is precluded from voting on matters pertaining to that member’s compensation.
Each director, principal officer, and member of a committee with Governing Board 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,
- in fact completes the required supplemental questionnaire, and
- understands the College is charitable organization 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.
- Periodic Reviews
To ensure that the College operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- whether partnerships, joint ventures, and arrangements with management organizations conform to the College’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further its charitable purposes, and do not result in impermissible private benefit or result in an excess benefit transaction.