- The objective of this Conflict of Interest Policy (hereafter, Policy) is to protect the Nottingham Forest Homes Association, Inc. (hereafter, NFHA and/or Association) interest when the Association is contemplating a transaction or arrangement that might benefit the private or financial interest of a member of the NFHA Board of Directors (hereafter, Directors and/or Board), members of the Association (hereafter, Members), or ad hoc committee members whose membership could be comprised of Members, Directors or non-residents of NFHA .
- This Policy further defines Articles and Sections of NFHA By-Laws, Declaration of Restrictions and Homes Declaration.
ARTICLE I, FINANCIAL INTEREST:
- A person has a financial interest if the person has, directly or indirectly, through business, investment or family any of the following:
- An ownership or investment interest in any entity with which the Association has a transaction or arrangement, or
- A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.
- Compensation includes direct or indirect remuneration as well as gifts or favors that are substantial in nature.
- A financial interest is not necessarily a conflict of interest.Under Article II, Policy, a person who has a financial interest may have a conflict of interest only if the Directors decide that a conflict of interest exists.
ARTICLE II, POLICY:
- Duty to Disclose:In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the Directors 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, the interest person shall recluse himself or herself from the Board meeting while the determination of a conflict of interest is discussed by the remaining Board members to determine if a conflict of interest exists, and then voted upon. The vote will require a majority of the quorum present.
- Procedures for Addressing the Conflict of Interest:
- An interested person may make a presentation at the Board meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest;
- The President of the Board of Directors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement;
- After exercising due diligence, the Board shall determine whether the Association can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest;
- If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors, with a quorum present, whether the transaction or arrangement is in the Association’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Association and shall make its decision as to whether to enter into the transaction or arrangement in the conformity with such determination.
- Violations of the Conflicts of Interest Policy:
- If the Board has reasonable cause to believe that a Director or Member has failed to disclose actual or possible conflicts of interest, it shall inform the Director or Member of the basis for such belief and afford the Director or Member an opportunity to explain the alleged failure to disclose.
- If, after hearing the response of the Director or Member, and making such further investigation as may be warranted in the circumstances, the Board determines that the Director or Member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action per the Association By-Laws and Homes Declaration.
ARTICLE III, RECORDS OF PROCEEDINGS:
The minutes of the Board shall contain:
- The names of the persons who disclosed or otherwise were found to have 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 Board’s decision as to whether a conflict of interest in fact existed.
- 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 therewith.
ARTICLE IV, ANNUAL STATEMENTS:
Each Director or member of any ad hoc committee established by the Board or Association with board delegated powers shall annually sign a statement affirms that such person:
- Has received a copy of the Conflicts of Interest Policy;
- Has read and understands the Policy, and
- Has agreed to comply with the Policy.
ARTICLE V, RESPONSIBILITY:
It is the responsibility of the NFHA President, assisted by the Association’s Vice President, Secretary and/or Treasurer (key Directors as defined by the Association By-Laws), to enforce this Policy. It is the ultimate responsibility of the Association President to enforce this Policy, and in the presidents absence a key Director, as delegated, will assume this responsibility.
ARTICLE VI, CONFIDENTIAL FORM:
A copy of the Confidential Form is presented as Appendix One of this Policy.
ARTICLE VII, CHANGES, ADDITIONS, AMENDMENTS:
This Policy can be changed, added to and/or amended or canceled by a majority of votes of the Board with a quorum present.
February 28, 2005
NOTTINGHAM FOREST HOMES ASSOCIATION, INC
CONFLICT OF INTEREST DECLARATION
For Nottingham Forest Homes Association Board of Directors and ad hoc committee members (defined in Policy statement)
- Are you, or any of your immediate family, (spouse, child, mother, father) or any firm with which you, or any of your immediate family are employed or affiliated with, compensated for services provided to Nottingham Forest Homes Association, Inc. (NFHA and/or Association), with the exception for reimbursement for out of pocket expenses?If so, please list those affiliations:
- Have you received any gifts, greater than $100 in value, from NFHA or any supplier, vendor, or contractor doing business with the Association?If so, please elaborate.
I have received, read, understand and agree to comply with the NFHA Conflict of Interest Policy.
Please return to:
Nottingham Forest Homes Association, Inc.
The NFHA Secretary will maintain a file of all completed and signed Conflicts of Interest Declarations, and maintain this file to the NFHA Record Retention Policy.