Conflict of Interest Policy

ARTICLE I: PURPOSE

The purpose of the conflict of interest policy is to protect the interest of Housing Solutions Council, Inc. (“Organization”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or member of a committee with governing board delegated powers of the Organization or might result in a possible excess benefit transaction, as well as to help the Organization’s officers, directors, and committee members identify actual and potential conflicts and provide guidance on how to properly address them.  In their capacity as directors, the members of the Board of Directors of the Organization must act at all times in the best interests of the Organization.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to non-profit and charitable organizations.

ARTICLE II: DEFINITIONS

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

NOTE: Compensation includes direct and indirect payment or other compensation, as well as gifts or favors that are not insubstantial.

NOTE: A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides based on good faith evaluation that a conflict of interest exists.

ARTICLE III: PROCEDURES

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose in writing to the Board Chair the existence of the financial interest and be given the opportunity in a meeting to disclose all material facts to the officers, directors, and/or committee members considering the proposed transaction or arrangement.

2. Procedures for Addressing a Potential Conflict of Interest

a. An interested person may make a presentation to the governing board or committee members, 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.  In other words, the interested person must leave the room before a vote is tallied.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization 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. In other words, determine whether a better deal is available from a disinterested person.

d. If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’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.

3. Violations of the Conflict of Interest Policy

a. If the governing board or committee has reasonable cause to believe an officer, director, or committee member may be or is an interested person as defined herein and has failed to disclose actual or possible conflicts of interest, it shall inform that officer, director, or committee member of the basis for such belief and give him/her an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action in correlation to the severity of the circumstances.

ARTICLE IV: RECORDS OF PROCEEDINGS – MINUTES

The minutes of the governing board and all committees with board delegated powers shall include:

a. The name of all 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’s or committee’s decision as to whether a conflict of interest in fact existed;

b. 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, a record of any votes taken in connection with the proceedings, the final decision, and a plan to implement it; and

c. Any written disclosures provided to the Board Chair reviewed under this policy shall be attached to all meeting minutes where discussion regarding the matter were held.

ARTICLE V: COMPENSATION

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c. Voting members of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to the governing board or any committee regarding compensation.

ARTICLE VI: ANNUAL STATEMENTS

Each officer, director, and member of a committee with governing board delegated powers shall annually sign a statement that affirms such person:

a. Has received a copy of the conflict of interest policy;

b. Has read and understands the policy;

c. Has agreed to comply with the policy;

d. Understands how to report a direct or indirect conflict or potential conflict; and

e. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

ARTICLE VII: PERIODIC REVIEWS

To ensure the Organization 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:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

ARTICLE VIII: USE OF OUTSIDE EXPERTS

When conducting periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.