Board Conflict of Interest Policy

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. Conflict of Interest 

Pursuant to OCGA §20-2-2084, no member of the governing board shall: 

a. Act in his or her official capacity in any matter in which s/he, any of his or her immediate family members, or any business organization in which s/he has a material financial interest, that would reasonably be expected to impair his or her objectivity or independence of judgment; 

b. Solicit or accept or knowingly allow any of his or her immediate family members or any business organization in which s/he has an interest to solicit or accept any gift, favor, loan, political contribution, service, promise of future employment, or other thing of value based upon an understanding that the gift, favor, loan, contribution, service, promise, or other thing of value was given or offered for the purpose of influencing that board member in the discharge of his or her official duties. For purposes of this paragraph, a gift, favor, loan, contribution, service, promise, or other thing of value shall not include the items contained in subparagraphs (a)(2)(A) through (a)(2)(J) of Code Section 16-10-2; 

c. Use, or knowingly allow to be used, his or her official position or any information not generally available to the members of the public which s/he receives or acquires in the course of and by reason of his or her official position for the purpose of securing financial gain for himself or herself, any of his or her immediate family members, or any business organization with which s/he is associated; 

d. Be an officer or serve on the board of directors of any organization that sells goods or services to the School; nor 

e. Be an officer, member, or employee of a local board of education or an employee of a local school system; 

f. Be an employee of the School. 

As used in this policy, the term “immediate family member” shall mean a spouse, child, sibling, or parent or the spouse of a child, sibling, or parent. 

3. Financial Interest 

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

a. An ownership interest or investment 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. 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insignificant in value. 

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists, in accordance with this policy. 

4. Independent Director—A director shall be considered “independent” for the purposes of this policy if he or she is “independent” as defined in the instructions for the IRS 990 form or, until such definition is available, the director— 

a. Is not, and has not been for a period of at least three years, an employee of the Organization or any entity in which the Organization has a financial interest; 

b. Does not directly or indirectly have a significant business relationship with the Organization, which might affect independence in decision-making; 

c. Is not employed as an executive of another corporation where any of the Organization’s executive officers or employees serve on that corporation’s compensation committee, and d. Does not have an immediate family member who is an executive officer or employee of the Organization or who holds a position that has a significant financial relationship with the Organization.

 

1. 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 begiven the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 

2. Recusal of Self 

Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists. 

3. Determining Whether a Conflict of Interest Exists 

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 

4. Procedures for Addressing the Conflict of Interest 

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 

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 give rise to a conflict of interest. 

d. 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 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. 

5. Violations of the Conflicts of Interest Policy 

a. 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. 

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.

 

The minutes of the governing board and all committees with board delegated powers shall contain: a. 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 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 person who were present for discussions and votes relating to the retranslation or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 

 

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 the member’s compensation. 

c. No voting member 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 any committee regarding compensation.

 

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

a. Has received a copy of the conflicts of interest policy, 

b. Has read and understands the policy, 

c. Has agreed to comply with the policy, and 

d. Understands the Organization is charitable 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. 

2. Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director. 

3. If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form. 

4. The Board shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight. 

 

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 that following subjects: 

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm’s length bargaining. 

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

 

When conducting the 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 is responsibility for ensuring periodic reviews are conducted. 

Authority: OCGA §20-2-2084