Conflict of Interest Policy
The proper governance of The Eastern Monroe Public Library (Library) depends on volunteer members of the Board of Directors who have numerous other interests and relationships, from which are derived important skills and experience. Such varied interests and relationships are valuable in informing board deliberations, but may result in situations involving a duality of interest that could result in or be interpreted as a conflict of interest as to specific matters before the board or a board committee.
A board member’s service should not be precluded solely by reason of duality of interest or possible conflict. Such situations can best be managed by board members’ full disclosure of all outside interests having a bearing on board service, and through non-involvement by affected board members, when appropriate, in votes, decisions, or discussions involving the interest.
The purpose of the conflicts of interest policy is to protect the Library’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Library. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit corporations.
- Interests and relationships covered by this policy include both financial and fiduciary situations. Circumstances of a board member that invoke this policy include an ownership or contractual interest having financial value and/or an officer, trustee or director position requiring loyalty.
- A financial interest shall include, directly or indirectly, through business, investment, or related person(s) any ownership or investment interest, any compensation arrangement, or any potential ownership or investment interest in, any entity or individual with which the Library has or is negotiating a transaction or arrangement.
- Board members shall not accept cash gifts of any amount. Non-cash gifts of one hundred dollars ($100.00) or less and reasonable meal and entertainment courtesies are acceptable provided they do not compromise loyalty to the Library. Such non-cash gifts shall be limited to one per year from any one individual or entity.
- Any duality of interest or possible conflict of interest on the part of a board member shall be disclosed to the other members of the board and made a matter of record, by (a) an annual disclosure procedure; (b) an update when a board member’s circumstances change between annual disclosure; and (c) a disclosure when a matter comes before the board that involves an interest covered by this policy.
- If a board member discloses a conflict of interest or possible conflict of interest, that board member shall leave the board or committee meeting while the issue is discussed and voted upon. That board member shall not be precluded, however, from briefly stating his or her position on a matter or from answering pertinent questions by other board members prior to leaving the meeting.
- Any board member having a duality of interest or possible conflict on any matter shall not vote or use personal influence on the matter and shall not be counted in determining a quorum for purposes of action on the matter. The minutes of the meeting shall reflect the name of the person who disclosed, the nature of the disclosure, any action taken to determine whether a conflict of interest was present, the board’s or committee’s decision as to whether a conflict of interest existed, any abstention from voting, and the quorum situation.
- Any voting member of a committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Library for services is precluded from voting on matters pertaining to that member’s compensation.
- Related Person of a director means (A) the spouse, or a parent or sibling thereof, of the director, or a child, grandchild, sibling, parent or spouse of any thereof, of the director, or an individual having the same home as the director, or a trust or estate of which an individual specified in this subparagraph is a substantial beneficiary, or (B) a trust, estate, incompetent, conservatee or minor of which the director is a fiduciary.
If the board or committee has reasonable cause to believe that 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 response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Policy adopted by Library Board of Trustees – 6/21/2016