Conflict of Interest Policy
Last Updated July 2023
As a health-based nonprofit organization, public trust in the integrity of the Center for Societal Aspiration’s (CSACO's) review and decision-making processes as well as CSACO’s adherence to high standards for the conduct of its charitable activities is essential. It is also acknowledged and enforced that volunteers, employees and others working on behalf of CSACO have myriad relationships, interests, and memberships that support and benefit the mission of CSACO. However, there are times when these multiple relationships may give rise to or give the appearance of an actual or potential conflict of interest.
The purpose of this Policy is to protect the interests of the CSACO when it is contemplating entering into a transaction or arrangement that might benefit or appear to benefit the private interest of any present or former CSACO Representative, or inappropriately benefit a Related Party.
1. CSACO Representatives
CSACO Representatives include directors, officers, committee members, volunteers, staff, certain contracted parties or agents.
2. Conflict of Interest
When a person covered by this Policy has a relationship that interferes with that person’s duty of primary loyalty to the CSACO or prevents that person from being impartial to the CSACO and its charitable purposes, that person’s interests are in conflict with the CSACO’s. The potential for a conflict of interest may arise within (i) an actual adverse interest (where the two interests are on opposite sides of an issue or transaction) or (ii) a competing interest (where the two interests are in competition for the same goals).
3. Related Party
Related Party means any one of the following persons or entities:
(a) Any director, officer, employee, or volunteer of the CSACO or its affiliates.
(b) Any Relative of any individual described in subsection (a) above.
(c) Any entity or trust of which any individual described in subsection (a) or (b) above serves as a director, trustee, officer, employee, or volunteer.
(d) Any entity or trust in which any individual described in subsection (a) or (b) above has a thirty-five percent (35%) or greater ownership or beneficial interest.
(e) Any partnership or professional corporation in which any individual described in subsection (a) or (b) above has a direct or indirect ownership interest in excess of one percent (1%).
(f) Any other entity or trust in which any individual described in subsection (a) or (b) above has a material financial interest.
In this policy, “Relationship” means a financial, familial or non-financial connection to, or interest held by, the person making the disclosure.
In this policy, a “Relative” of an individual means any one of the following persons, though other definitions may be used in specific situations, such as:
(a) spouse or domestic partner;
(c) siblings or half-siblings, children (whether natural or adopted), grandchildren, and great-grandchildren; or
(d) spouse or domestic partner of any person described in subsection (c) above.
CSACO Representatives are to scrupulously avoid actual or perceived conflicts of interest, including without limitation: unfair benefit, more than de minimis incidental personal gain, or undue influence in dealings or transactions with CSACO that is not in the CSACO’s best interests.
1. Disclosure: CSACO Representatives are to fully disclose financial and non-financial relationships, including their employment, ownership interests, memberships, arrangements, investments, and holdings, including those held by family members, as requested on the CSACO Disclosure Questionnaire.
(a) Initial disclosure is to occur before appointment or election in most cases, but may occur upon acceptance of appointment, and annually thereafter.
(b) All CSACO Representatives are expected to update their Disclosure Questionnaire whenever any material change occurs with their relationships.
(c) In the course of CSACO meetings or activities, CSACO Representatives are to disclose any direct or indirect interests in a transaction or decision that potentially could be a conflict of interest.
(d) Senior staff is to ensure that (a) all disclosures are appropriately maintained as required by this Policy and applicable law, and (b) copies of disclosures by all Board members are given annually to the Governance Committee.
2. Evaluation: Reporting personal and other business relationships generally does not prevent an individual from working with or volunteering for the CSACO. CSACO will evaluate non-financial and financial relationships for actual or perceived conflicts based on the nature of CSACO Representative’s position(s) and scope of decision-making authority, the substantiality of the relationships, the pervasiveness of the conflict and whether additional measures are needed to protect the integrity and reputation of the CSACO Representative and the CSACO.
3. Resolution: Conflicts may be resolved by having the CSACO Representative refrain from deliberating and voting on the particular transaction or matter, refraining from exerting any influence on CSACO to affect a decision, or follow other measures depending on the nature of and the ability to reasonably manage the conflict. Resolution will be based on the facts and circumstances of each individual situation but may in some cases require action up to and including the withdrawal of the individual from the conflicting relationship or from the CSACO position. No person with a Conflict of Interest may attempt to influence improperly the deliberation or voting on the matter giving rise to such conflict.
4. Transactions with a Related Party: Unless excluded below, the Governance Committee of the CSACO Board of Directors is responsible for reviewing any proposed transaction between the CSACO and any Related Party, or a transaction in which a Related Party has a substantial financial interest, prior to such Relationship becoming binding on the CSACO. In doing so, the Governance Committee will be guided by this Policy and the procedures adopted under this Policy. The following activities are excluded from the review requirements of this section:
(a) the transaction or the Related Party's financial interest in the transaction is de minimis;
(b) the transaction would not customarily be reviewed by the CSACO Board of Directors or boards of similar organizations in the ordinary course of business and is available to others on the same or similar terms; or
(c) the transaction constitutes a benefit provided to a Related Party solely as a member of a class of the beneficiaries that the CSACO intends to benefit as part of the accomplishment of its mission which benefit is available to all similarly situated members of the same class on the same terms.
Requirements for Certain Positions
Because of the diversity of CSACO’s activities and operations, different volunteer and staff positions in CSACO may require more specific and distinct procedures for disclosing and addressing potential conflicts of interest. All procedures must be consistent with applicable law and this Policy.
Volunteers, while acting in the capacity of an CSACO volunteer, shall not solicit or accept for their personal, professional, or business gain any gifts, gratuities, honoraria, entertainment, favors or other goods or services from current or prospective vendors, service providers, corporate partners, or competitors of CSACO.
All information submitted in response to the request to disclose relationships will be kept strictly confidential and only used by the CSACO for the limited purposes for which it was collected.
The CEO and his designees are directed to develop and maintain appropriate procedures to implement this Policy, including details under the following areas without conflicting with the Disclosure Principles set forth above. The Governance Committee will be responsible for oversight and ensuring compliance with this Policy. The existence and resolution of Conflicts of Interest are to be documented in the CSACO’s corporate records, including in the minutes of any meeting at which the conflict was discussed or voted upon. Each director, officer, employee, and volunteer is responsible for reporting any suspected failure to disclose by any CSACO Representative, regardless of position, in accordance with the CSACO’s Whistleblower Policy. Conduct that violates this Policy is always considered outside the scope of employment of any employee acting on behalf of the CSACO.