Mohawk Towpath Scenic Byway Coalition Policy on conflicts of interest.
Published on: Mar 4, 2016
Transcripts - Policy05 conflictofinterestpolicy
Mohawk Towpath Scenic Byway Coalition, Inc. - Conflict of Interest Policy - Page !1
M E M O R A N D U M
TO: Officers, Directors and Members
FROM: Eric J. Hamilton, Executive Director
SUBJECT: Conflict of Interest Policy (Policy Memo 5)
DATE: January 15, 2015
To be compliant with New York State Not-for-Profit Corporation Law the following will be the Conflict
of Interest Policy of the Mohawk Towpath Scenic Byway Coalition, Inc. (the Coalition).
The purpose of the conflict of interest policy is to protect the Coalition’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 Coalition or might result in a possible 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 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
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 Coalition has a transaction or
b. A compensation arrangement with the Coalition or with any entity or individual with which The
Coalition 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 Coalition is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
A financial interest is not necessarily a conflict of interest. Under the following procedures, 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.
Mohawk Towpath Scenic Byway
P O Box 90
Clifton Park, N Y 12065-0090
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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 directors and members of committees with governing board delegated powers considering the
proposed transaction or arrangement.
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.
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 leave 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
Coalition 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.
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 Coalition’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
a. If the governing board or committee has reasonable cause to believe a member has failed to
disclose actual or
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
Records of Proceedings:
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 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, and a record of any votes taken in connection with the proceedings.
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a. A voting member of the governing board who receives compensation, directly or indirectly, from
the Coalition for services is precluded from voting on matters pertaining to that member’s
b. A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the Coalition for services is precluded from
voting on matters pertaining to that 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 Coalition,
either individually or collectively, is prohibited from providing information to any committee
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 Coalition 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.
To ensure the Coalition 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.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform
to the Coalition’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.
Use of Outside Experts
When conducting the periodic reviews as provided above, the Coalition 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.
I certify that the above is a full and true copy of the Coalition’s Conﬂict of Interest Policy as
adopted by the majority of members present at a regular meeting of the Coalition on January 15,
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