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KBBA - Klamath Basin Beekeepers Association

CONFLICT OF INTEREST POLICY AND AGREEMEN

Klamath Basin Beekeepers Association KBBA

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1 or 5 Revision Date: January 13, 2018

CONFLICT OF INTEREST POLICY AND AGREEMENT

ARTICLE I

PURPOSES

It is important for Klamath Basin Beekeepers Association (KBBA) directors, officers, and staff to be

aware that both real and apparent conflicts of interest or dualities of interest sometimes occur in the

course of conducting the affairs of the corporation and that the appearance of conflict can be

troublesome even if there is in fact no conflict whatsoever. Conflicts occur because the many persons

associated with the corporation should be expected to have, and do in fact generally have multiple

interests and affiliations and various positions of responsibility within the community. In these

situations a person will sometimes owe identical duties of loyalty to two or more corporations. The

purpose of the conflict of interest policy is to protect the corporation’s tax-exempt interest when it is

contemplating entering into a transaction or arrangement that might benefit the private interest of an

officer or director of the corporation or might result in a possible excess benefit transaction. The policy

is intended to supplement but not replace any applicable state and federal laws governing conflict of

interest applicable to nonprofit and charitable organizations.

Conflicts are undesirable because they potentially or eventually place the interests of others ahead of the

corporation’s obligations to its charitable purposes and to the public interest. Conflicts are also

undesirable because they often reflect adversely upon the person involved and upon the institutions with

which they are affiliated, regardless of the actual facts or motivations of the parties. However, the longrange

best interests of the corporation do not require the termination of all association with persons who

may have real or apparent conflicts that are harmless to all individuals or entities involved.

Each member of the board of directors and the staff of the corporation has a duty of loyalty to the

corporation. The duty of loyalty generally requires a director or staff member to prefer the interests of

the corporation over the director’s/staff’s interest or the interests of others. In addition, directors and

staff of the corporation shall avoid acts of self-dealing which may adversely affect the tax-exempt status

of the corporation or cause there to arise any sanction or penalty by a governmental authority.

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.

ARTICLE II

DEFINITIONS

2.1 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.

Klamath Basin Beekeepers Association KBBA

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2 or 5 Revision Date: January 13, 2018

2.2 Financial Interest

A person has a financial interest if the person has, directly or indirectly, thorough business, investment,

or family:

(a) An ownership or investment interest in any entity with which the corporation has a transaction or

arrangement,

(b) A compensation arrangement with the corporation or with any entity or individual with which the

corporation 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 corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not

insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, 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.

ARTICLE III

PROCEDURES

3.1 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 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

3.2 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.

3.3 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.

Klamath Basin Beekeepers Association KBBA

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3 or 5 Revision Date: January 13, 2018

(c) After exercising due diligence, the governing board or committee shall determine whether the

corporation 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 corporation’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.

3.4 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.

ARTICLE IV

RECORDS OF PROCEEDINGS

4.1 Minutes

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.

ARTICLE V

COMPENSATION

5.1 A voting member of the governing board who receives compensation, directly or indirectly, from the

corporation for services is precluded from voting on matters pertaining to that member’s compensation.

Klamath Basin Beekeepers Association KBBA

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4 or 5 Revision Date: January 13, 2018

5.2 A voting member of any committee whose jurisdiction includes compensation matters and who

receives compensation, directly or indirectly, from the corporation for services is precluded from voting

on matters pertaining to that member’s compensation.

5.3. No voting member of the governing board or any committee whose jurisdiction includes

compensation matters and who receives compensation, directly or indirectly, from the corporation,

either individually or collectively, is prohibited from providing information to any committee regarding

compensation.

ARTICLE VI

ANNUAL STATEMENTS

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

(e) Understands that the corporation 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.

ARTICLE VII

PERIODIC REVIEWS

To ensure the corporation 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 corporations conform to

the corporation’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.

Klamath Basin Beekeepers Association KBBA

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5 or 5 Revision Date: January 13, 2018

ARTICLE VIII

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the corporation 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.

CERTIFICATE OF ADOPTION OF CONFLICT OF

INTEREST

POLICY AND AGREEMENT

We the undersigned do hereby certify that the above stated Conflict of Interest Policy and Agreement for

Klamath Basin Beekeepers Association were approved and adopted by the board of directors on 1

January 2018 and constitute a complete copy of the Conflict of Interest Policy of the corporation.

Paul Davitt, 22802 Highway 66, Keno, OR 97627___________________________________________

John Wilda, 3337 Vale Road, Klamath Falls, OR 97603_______________________________________

Date: _______________________

Klamath Basin Beekeepers Association, P.O. Box 1064, Klamath Falls, OR 97601

Copyright © Klamath Basin Beekeepers Association | Klamath Falls, OR, USA | All Rights Reserved

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