In order to encourage trustworthy decision-making and prudent behavior on the part of all those associated with The New England Bicycle Racing Association (NEBRA), the Board of Directors hereby adopts the following policy regarding conflict of interest.
Preamble
NEBRA’s effectiveness depends upon maintaining the highest levels of credibility, confidence, and trust with the communities it serves and all parties with whom it works. It is essential to protect the organization’s reputation for objectivity and fairness by identifying and appropriately dealing with actual, potential, and perceived conflicts of interest. All persons associated with NEBRA are reminded that the decisions and activities of the Board of Directors (“Board”) and staff, whether or not addressed in this policy, are governed by an overriding requirement of honesty, good faith, and fiduciary responsibility for the organization and to the communities it serves.
Definition of Conflict of Interest
A conflict of interest exists when a covered person (as defined below)
– has a financial interest in an ongoing or new transaction or project under consideration by the Board of Directors or a committee of NEBRA or
– proposes to act on any issue, matter, or transaction in which NEBRA has an interest, and in which the covered person may have an interest separate from that of The Trustees.
A conflict of interest may also exist in situations when a covered person
– may be perceived to be utilizing, for their own benefit, inside information that is proprietary to NEBRA
– is acting in their own interests rather than the best interests of NEBRA
– has the ability to exercise undue influence over NEBRA’s decisions, or
– is receiving favorable treatment by NEBRA because of their status as a covered Person.
Covered Persons
This policy applies to the following people and to their close relatives (including spouse, domestic partner, child, sibling, parent, stepparent, parent- or sibling-in-law, grandchild, or grandparent):
-full- and part-time employees
-members of the Board of Directors
-members of Board committees or advisory committees
-major contributor (for the purposes of this policy a major contributor is defined as a person who has made contributions of $10,000 or more in a single year)
-individuals such as volunteers or former employees who, because of their continued involvement with NEBRA, either have access to inside information that could place them in a conflicted situation or could give the appearance of having the ability to unduly influence NEBRA.
General Guidelines
All covered persons shall avoid conflict of interest involving their duties to NEBRA and any other interest or organization to which they have a duty, or any other activity in which they are financially or otherwise interested. While conflicts of interest will arise from time to time and be subjected to this policy, it is expected that persons subject to this policy will conduct themselves under strict rules of honesty and fair dealing between themselves and NEBRA. Such persons shall not use their position or knowledge gained during their association with NEBRA for their private benefit nor to obtain an unfair advantage over any aspect of their dealings with NEBRA.
Obligations of Covered Persons
Each covered person is obliged:
1. To disclose to the president or the existence of any actual, potential, or perceived conflict of interest.
2. To abstain from discussing with Board members or employees any issue, matter, or transaction in which they have an actual, potential, or perceived conflict of interest unless specifically asked by the Board or a Board committee to give information on the issue, matter, or transaction.
3. To absent themself from Board discussions on any issue, matter or transaction involving a conflict of interest, unless requested by the Board or committee to give information on the issue, matter, or transaction. The minutes of any such meetings or discussions shall note the covered person’s absence.
4. To abstain from voting on any such issue, matter, or transaction. The minutes of any meetings shall note the covered person’s abstention.
5. When requested by the Board, to resign from the Board of Directors until such time as the matter giving rise to the conflict of interest has been resolved. When, in the opinion of the Board President, the matter has been sufficiently resolved, the director may be invited to rejoin the Board.
6. To disclose any attempt by another covered person to influence NEBRA on a matter that may be of personal interest to that person.
Obligations of the Board of Directors in Conflicted Situations
When a transaction, contract, or project of NEBRA involves an actual, potential, or perceived conflict of interest with a covered person, the Board of Directors shall act as follows:
1. Approve such transaction, contract, or project only after making specific findings that:
(i) The transaction, contract, or project is fair and benefits NEBRA and its objectives; and
(ii) The transaction, contract, or project is approved with the Board’s full knowledge of its financial or other benefit to the covered person who has the conflict of interest; and
(iii) When the covered person serves on the Board of Directors the director or committee member did not participate in the vote approving the transaction, contract, or project and was, in fact, absent both during the discussion of the transaction, contract, or project and when the Board voted on it; and
(iv) A more advantageous arrangement could not have been obtained with reasonable effort.
2. When warranted by the nature and magnitude of the conflict of interest, request that a conflicted member of the Board of Directors, Board committee, or other committee resign.
