AMENDED BYLAWS

of the

MUSTANG FUND, INC.

d/b/a MONTGOMERY ELEMENTARY SCHOOL PTO

 

 

School Name: Montgomery Elementary School

 

School District: DeKalb County School District

 

Address:

Mustang Fund, Inc.

d/b/a Montgomery Elementary School PTO

3995 Ashford Dunwoody Road

Atlanta, GA 30319

 

Adoption dates: These bylaws were adopted by both the Mustang Fund “Community” Board of Directors and by the Mustang Fund “Endowment” Board of Directors on February 23, 2022.

 

Effective date:              July 1, 2022

 

BYLAWS INDEX

 

Article I: Name and Doing Business As

 

Article II: Nonprofit Organization

 

Article III: Purposes and Mission

 

Article IV: Membership and Dues

 

Article V: Board of Directors

 

Article VI: Executive Board

 

Article VII: Officers and Duties

 

Article VIII: Officer Eligibility, Nominations, and Elections

 

Article IX: Removal from Office

 

Article X: General Membership Meetings

 

Article XI: Committees

 

Article XII: Endowment Fund

 

Article XIII: Parliamentary Authority

 

Article XIV: Amendments

 

Article XV: Financial and Legal Administration

 

Article XVI: Annual Audit

 

Article XVII: Indemnification

 

Article XIII: Conflict of Interest Policy

 

AMENDED BYLAWS

of the

MUSTANG FUND, INC.

d/b/a MONTGOMERY ELEMENTARY SCHOOL PTO

 

Last amended: February 23, 2022

Effective date: July 1, 2022

 

Article I: NAME and DOING BUSINESS AS.

The name of this Corporation is the Mustang Fund, Inc. The Corporation shall do business as the Montgomery Elementary School PTO (“PTO”).

 

Article II: NONPROFIT ORGANIZATION.

As a nonprofit corporation organized pursuant to the provisions of the Georgia Nonprofit Corporation Code, the PTO shall have no capital stock and no shareholders. No part of the net earnings, income, or profit of the PTO shall inure to the benefit of or be distributable to its Directors, its Officers, or any other private individual, except that the PTO may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of its charitable and educational purposes.

 

Article III: PURPOSES AND MISSION.

1. Purposes. ​The PTO is organized for and shall be operated exclusively for the charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code (hereinafter “Internal Revenue Code”). The principal charitable and educational purposes of the PTO shall be to promote and enrich the education and development of students attending Montgomery Elementary School in DeKalb County, Georgia (“the school”).
2. Mission. ​The PTO’s mission is to promote open communication and understanding between parents and staff of the school. Our efforts serve to enhance and maximize the education of every student while aiding them in achieving their highest potential.

Article IV: MEMBERSHIP AND DUES

1. ​Membership. Any parent, guardian, or other adult standing in loco parentis for a student at the school may be a member and shall have voting rights. The principal and any staff currently employed at the school may be a member and have voting rights.
2. Dues. Dues, if any, will be established by the Executive Board. If dues are charged, a member must have paid his or her dues before a general membership meeting to be considered a member in good standing with voting rights.

Article V: BOARD OF DIRECTORS

1. Board of Directors. The affairs of the PTO shall be managed by the Board of Directors in the intervals between PTO general membership meetings.
2. Eligibility. Each board member shall be a member of the PTO in good standing.
3. Directors. ​The Directors shall be as follows:
   1. All elected Officers (see Article VII);
   2. The chairs of standing committees;
   3. The principal or a representative appointed by the principal;
   4. The Parliamentarian appointed by the President; and,
   5. The PAC Representative.
4. Duties. Duties of the Board of Directors shall be to:
1. Transact such business as may be referred to it by the membership of the PTO;
2. Create special committees;
3. Present a report at the regular general membership meetings of the PTO;
4. Select an auditor or an auditing committee to audit the Treasurer’s accounts;
5. Prepare and submit an annual budget to the PTO’s general membership for adoption;
6. Approve payment of routine bills within the limits of the approved budget;
7. Fill all vacancies in office; and,
8. Conduct hearings for removal from office.
5. Committee chairs. If any standing committee chairs​ cease to meet the qualifications or fulfill the duties of the position at any time, that person may be removed from the Board and removed as committee chair by a majority vote of the Board of Directors.
6. Meetings. Regular meetings of the board shall be held with the date and time to be fixed by the board at its first meeting of the year.
7. Special Meetings. Special meetings of the board may be called by the President or when requested by a majority of the board members upon one day notice to each member of the board.
8. Quorum. A majority of the Board shall constitute a quorum for the transaction of business.
9. End of term. Upon the expiration of the term of office, or when individuals cease to hold the position that entitles them to be a member of the board, they shall automatically cease to be a member of the board and shall be relieved of all duties and responsibilities incident to such membership. All records, books and other materials pertaining to the position shall be turned over to the President and all funds pertaining to the position shall be returned to the Treasurer within fourteen days of the termination of the Board membership.
10. Conflicts. All Directors must comply with the PTO’s Conflict of Interest Policy in Article XVIII.

Article VI. EXECUTIVE BOARD

1. Members. ​The members of the PTO Executive Board of the PTO shall be as follows:
1. All elected Officers (see Article VII);
2. The principal or a representative appointed by the principal;
3. The Parliamentarian appointed by the President; and,
4. The PAC Representative.
2. Voting. Each Executive Board member shall have the authority to vote on Executive Board decisions.
3. Meetings: ​Regular meetings of the Executive Board shall be held with the date and time to be fixed by the Executive Board at its first meeting of the year. Meetings by videoconference or teleconference are permitted with the following provisions:
1. The meeting must be conducted by a technology that allows all participants simultaneous communication;
2. A quorum must be achieved and maintained to conduct business;
3. Speakers must identify themselves;
4. Minutes of the meeting must be taken and ratified at the next regular Executive Board meeting; and,
5. Any action regarding the process for removal from office shall not be conducted by videoconference or teleconference.
4. Special Executive Board meetings. Special meetings of the Executive Board may be called by the President or when requested by a majority of the Executive Board. The President must give three days’ notice of the special meeting to each member of the Executive Board by mail, telephone, facsimile transmission, email or in person.
5. Quorum. ​A majority of the Executive Board shall constitute a quorum for the transaction of business.
6. Duties. Duties of the Executive Board shall be to:
1. Conduct its business in accordance with its bylaws and applicable law;
2. Propose an annual budget for adoption by the general membership;
3. Determine committees necessary to promote the purposes of the PTO;
4. Appoint standing committee chairpersons;
5. Receive plans of work from committee chairpersons and approve them before their use is authorized; and,
6. Make a report at each general membership meeting.
7. ​Action Without a Meeting. Any Executive Board action required or permitted to be taken at any meeting may be taken without a meeting if a majority of the Executive Board members consent in writing to such action. For purposes hereof, written consents of Executive Board members may be given by electronic mail or another electronic format.
8. Conflicts. All members of the Executive Board must comply with the PTO’s Conflict of Interest Policy in Article XVIII.

Article VII: OFFICERS and DUTIES

1. Officers. ​The Officers of the PTO shall be as follows:
   1. President
   2. President Elect
   3. Treasurer
   4. Secretary
   5. Vice President (”VP”) of Fundraising
   6. VP of Administration
   7. VP of Communications
   8. VP of Educational Enhancements
   9. VP of Events
   10. VP of Endowment Fund
   11. VP of Academic Affairs
   12. Parliamentarian
   13. Principal’s Advisory Council (“PAC”) Representative.
2. Compensation. No salaries shall be paid to any Director or Officer for their services in such capacity, but the Board may authorize reimbursement of expenses incurred by them on behalf of the Corporation. The Board may authorize reasonable compensation for the services of any Director or Officer who serves as an employee or agent of the PTO.
3. Officer Duties. Each Officer shall attend all general membership meetings and all Executive Board meetings. Each Officer will perform his or her individual duties as described herein and any such duties as applicable to the office as prescribed by the parliamentary authority or the Executive Board.
1. President: ​ The President Elect shall become the President at the close of the outgoing President’s term. The President shall:
   1. Preside at all meetings of the PTO;
   2. Serve as an ex-officio member of all committees except the Nominating Committee;
   3. Coordinate the work of the Officers and committees of the PTO in order that its purposes and mission may be promoted;
   4. Appoint a Parliamentarian who shall serve at all Executive Board and general membership meetings;
   5. Appoint additional committees, except the Nominating Committee;
   6. Be a signatory on all financial accounts of the PTO; and,
   7. Sign and execute all contracts, agreements, or other obligations in the name of the PTO as authorized.
2. President Elect. The President Elect shall:
   1. Act as an aide to the President;
   2. Perform the President’s duties in the President’s absence or inability to serve;
   3. Endeavor to learn the duties and customs of the President in preparation for his or her upcoming term as President; and,
   4. Transition to the role of President once the outgoing President has ended his or her term.
3. Treasurer. The treasurer shall:
   1. Have custody of the funds of the PTO, including the Endowment Fund;
   2. Maintain a full account of the funds of the PTO;
   3. Make disbursements as authorized by the President or Executive Board in accordance with the budget adopted by the PTO;
   4. Have checks or vouchers signed by two authorized PTO Officers: the Treasurer and one other person. Individuals authorized to sign checks shall be members of the Executive Board and shall not be employees of Montgomery Elementary School or related to each other by marriage or any other relationship;
   5. Never sign a blank check;
   6. Pay all bills by check or through secure on-line transactions–never by cash;
   7. Ensure deposits from fundraisers and other sources of income are made in a timely manner;
   8. Never deposit funds of the PTO in a personal account or a school account;
   9. Always issue a receipt for cash received;
   10. Maintain a full and accurate account of the receipts and disbursements in the books belonging to the PTO;
   11. Be prepared to answer all financial related questions promptly and to have records available at all meetings;
   12. Provide a written financial statement at each meeting of the general membership and the Executive Board;
   13. Present an annual report of the financial condition of the PTO;
   14. Have the accounts examined annually at the end of the school year or upon the change of treasurer by an auditor or auditing committee of not fewer than three members;
   15. Not sign checks for the PTO after the books are closed for audit;
   16. Maintain current records with the Georgia Secretary of State and make necessary changes;
   17. Report the findings of the annual audit to the PTO no later than the first general membership meeting of the new school year;
   18. Determine the gross receipts for the previous fiscal year and file the appropriate federal tax form(s) with the IRS; and,
   19. Reconcile the bank statements monthly and have the statements reviewed, signed, and dated by a PTO Officer. This Officer shall not be related to the treasurer by marriage or any other relationship.
4. Secretary. The Secretary shall:
   1. Record the minutes of each general membership and Executive Board meeting;
   2. Read or distribute printed or digital copies of the minutes of the previous meeting for approval;
   3. Maintain an accurate membership list as provided by the membership chair or committee;
   4. Have a current copy of the bylaws;
   5. Have minutes from previous meetings for reference at each meeting;
   6. Determine the presence of a quorum prior to any business being conducted;
   7. Call the meeting to order in the absence of the President, the President-Elect, and the VP of Administration, and preside until a temporary chair is elected; and,
   8. Register their signature at the bank as an emergency signatory.
5. VP of Fundraising.  The Vice President of Fundraising shall:
   1. Coordinate the work of the committees that deal with taking in money, including fundraising, in order that their purposes and the mission of the PTO may be promoted; and,
   2. Serve as an ex officio member of these committees.
6. VP of Administration. The Vice President of Administration shall:
   1. Act as an aid to the President and President Elect;
   2. Perform the duties of the President Elect in the absence or inability of that Officer to serve;
   3. Coordinate and oversee the work of the committees that operate in an administrative capacity in order that their purposes and the mission of the PTO may be promoted; and,
   4. Serve as an ex officio member of these committees.
7. VP of Communications.  The Vice President of Communications shall:
   1. Coordinate the work of the committees that deal with PTO communications in order that their purposes and the mission of the PTO may be promoted; and,
   2. Serve as an ex officio member of these committees.
8. VP of Educational Enhancements. The Vice President of Educational Enhancements shall:
   1. Coordinate the work of the committees that deal with PTO programs of an academic nature in order that their purposes and the mission of the PTO may be promoted; and,
   2. Serve as an ex officio member of these committees.
9. VP of Events. The Vice President of Events shall:
   1. Coordinate the work of the committees that deal with PTO events and programs in order that their purposes and the mission of the PTO may be promoted; and,
   2. Serve as an ex officio member of these committees.
10. VP of Endowment Fund. The Vice President of Endowment Fund shall:
    1. Coordinate the work of the Endowment Fund Committee;
    2. Work directly with the Treasurer to manage Fund finances;
    3. Ensure that contracted business sponsorship commitments are met;
    4. Renew existing business sponsorships at least annually;
    5. Cultivate and secure new business sponsorships;
    6. Research and recommend projects to be funded by the Endowment Fund that promote the purposes and the mission of the PTO and that are primarily longer-term, capital-based investments into school;
    7. Report to the Executive Board on the status of the Fund, existing business partnerships, prospective business partnerships, and proposed projects; and,
    8. Work in partnership with the VP of Fundraising and any relevant committees when prudent or advantageous.
11. VP of Academic Affairs. The Vice President of Academic Affairs shall:
    1. Be a teacher or staff member of the school; and,
    2. Advise the Executive Board on opportunities for the PTO to support the staff and the students in keeping with the purposes and mission of the PTO.
12. Parliamentarian. The Parliamentarian shall be the outgoing (immediate past) President. If the immediate past President is not able to serve, the Parliamentarian shall be appointed by the President, subject to a majority vote of the Executive Board. At the end of his or her term, the Parliamentarian is not eligible to serve as an Officer or Director for one full year. The Parliamentarian shall:
    1. Advise the Executive Board in parliamentary procedure when requested;
    2. Review the Bylaws annually and recommend to the Executive Board any suggested amendments to the Bylaws or that the Bylaws continue in force in unmodified form.
13. PAC Representative. The PAC Representative is not elected by the PTO; he or she shall be a member of the current PAC and shall serve as a liaison to the PTO. The PAC shall nominate its representative to the PTO.

Article VIII: OFFICER ELIGIBILITY, NOMINATIONS, AND ELECTIONS

 

1. Eligibility. Members are eligible for office if they are PTO members in good standing before the nominating committee presents its slate. Only those individuals who have signified their consent to serve if elected shall be nominated for, or elected to, such office. No Officers may be eligible to serve more than two consecutive terms in the same office. A person who has served in an office for more than one half of a full term shall be deemed to have served a full term in such office. Each Officer shall be a natural person who is 18 years of age or older.
2. Elections. PTO Officers shall be elected at a general membership meeting in the month of April.
   1. The vote shall be conducted by paper, electronic ballot, or voice vote.
   2. If an electronic ballot system is used, the electronic ballot system must be approved by a majority vote of the Executive Board at least one week prior to the election.
   3.  If there is only one candidate for an office, the ballot for that office may be dispensed with and the election held by voice vote.
   4. A majority vote shall be required for election.
3. Nominating Committee. The purpose of the Nominating Committee is to identify suitable PTO Officer candidates and to present a slate of nominees for consideration by the general membership in advance of the election.
   1. Committee eligibility. Each member of the Nominating Committee must be a member of the PTO.  The President may not serve on the Nominating Committee. Either the school principal or an assistant principal is eligible to serve on the Nominating Committee if appointed.
   2. Committee appointments. The Executive Board shall appoint the members of the nominating committee, subject to approval by a vote of the general membership.
   3. Committee membership. The Nominating Committee shall consist of five members and three alternates. The Nominating Committee shall elect its own chair.
   4. Approval of Nominating Committee. The Nominating Committee shall be approved by a majority vote at a general membership meeting at least one month prior to the election of Officers.
   5. Nominations. The Nominating Committee shall nominate an eligible candidate for each office to be filled.
   6. Posting and distribution of slate. The slate of proposed Officers shall be posted in the school office and distributed to the full membership electronically at least ten days prior to the election meeting.
4. Terms of Office. Officers shall assume their official duties following the close of the school year and shall serve for a term of one year or until their successor is elected. No Officer may be eligible to serve more than two consecutive terms in the same office.
5. Officers serving multiple roles. Any two or more offices may be held by the same person, except that the same person shall not be both President and Secretary, nor both President and Treasurer.
6. Vacancies. If there is a vacancy in the office of President, the President Elect will become the President. If there is a vacancy in the office of the President elect, the VP of Administration will become the President Elect. A vacancy occurring in any other office, including vice president of administration from filling the President Elect vacancy, shall be filled for the unexpired term by a person elected by majority vote of the Executive Board.

 

Article IX. REMOVAL FROM OFFICE

 

1. Request for removal. Any member of the PTO in good standing can request an elected PTO officer be removed from office. A written request for the removal of any officer or board member must be sent to the President and shall state the reasons for removal.
2. Removal from office by general membership. Officers can be removed from office with or without cause by a two-thirds vote of those members present at a regular general membership meeting where quorum is established and at least 3 days’ prior notice has been given.
3. Removal by Executive Board for good cause. Any officer who is not in good standing, has had three consecutive unexcused absences from regularly scheduled meetings, or for other good cause may be removed by a majority vote of the Executive Board. Prior to a vote for removal from office by the Executive Board, the Officer is entitled to a hearing before the Executive Board.

 

Article X. GENERAL MEMBERSHIP MEETINGS

1. Regular Meetings. At least three regular meetings of the PTO shall be held during the school year. Dates and times of meetings shall be determined by the Executive Board and announced at least 14 days prior to the meeting. Three days’ notice shall be given of a cancellation or change of date or time unless emergency conditions prevent such notice being given. Meetings by videoconference or teleconference are permitted with the following provisions:

1. The meeting must be conducted by a technology that allows all participants simultaneous communication;
2. A quorum must be achieved and maintained to conduct business;
3. Speakers must identify themselves;
4. Minutes of the meeting must be taken and ratified at the next regular general membership meeting; and,
5. Any action regarding the process for removal of an officer shall not be conducted by videoconference or teleconference.

 

2. Special Meetings. Special meetings of the PTO may be called by the President or by a majority of the Board with three days’ notice.
3. Election Meeting. The election meeting shall be held in April.
4. Annual Meeting. The last general membership meeting of the PTO shall be known as the annual meeting. The purpose of the annual meeting is for receiving annual committee reports and for the installation of new Officers. The election meeting and the annual meeting may be held as one meeting.
5. Participation. The privilege of making motions, debating, and voting shall be limited to members of the PTO in good standing.
6. Quorum. Fifteen members shall constitute a quorum for the transaction of business in any general membership meeting of the PTO.

Article XI: COMMITTEES

1. Membership. Committees may consist of general members and Executive Board members, with the President acting as an ex officio member of all committees except for the Nominating Committee.
2. Standing Committees. The following Standing Committees shall be held by the PTO:
   1. Communications
   2. Endowment Fund
   3. Events
   4. Fundraising
   5. Nominating
3. Additional Committees. The Board may appoint additional committees as needed.
4. Committee Chair duties. Committee chairs shall:

1. Keep good records of volunteers, expenses, donors, and other project information;
2. Maintain a handbook containing key events, dates, and best practices to be passed to the next committee chair;
3. Keep their Vice President on the Executive Board informed about their progress;
4. Provide the Secretary with the names and contact information of donors; and,
5. Attend general PTO meetings.

Article XII. ENDOWMENT FUND

1. Purpose. The PTO shall maintain a separate financial account or accounts earmarked as the Endowment Fund (“Fund”). The Fund shall be primarily focused on longer term, capital-based improvements to the school to accomplish the purposes laid out in Article III. Business sponsorships and other community development agreements shall be the primary income for the Endowment.
2. Endowment Fund Committee. The Endowment Fund committee shall provide the first level of oversight for the Fund. The President, the Treasurer, and the Principal shall be ex officio members of the Endowment Fund Committee. All committee members shall work closely with the Treasurer regarding any financial commitments, payments, or transactions.

 

Article XIII. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of ​Robert’s Rules of Order Newly Revised ​shall govern the PTO in all cases in which they are applicable and in which they are not in conflict with these bylaws or the articles of incorporation.

 

Article XIV. AMENDMENTS

1. Amendments. These bylaws may be amended at any general membership meeting of the PTO by a majority vote of those members present and voting, a quorum being present and notice of the proposed amendments having been provided to the membership 14 days prior to the meeting. The amendment shall become effective upon approval by the General Membership.
2. Review Committee. ​A committee may be appointed by the President to submit a revised set of bylaws as a substitute for the existing bylaws. The requirements to accept the revised set of bylaws shall be the same as in the case of an amendment, as outlined in Article XIV, Section 1.
3. Amendments to comply with laws. ​These bylaws may be amended by a two-thirds vote of the Board before the initial Board is established, without the necessity of a vote from the members, to comply with any applicable state, city, or federal law or to attain or maintain tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

 

Article XV. FINANCIAL AND LEGAL ADMINISTRATION

1. Depositories. All PTO funds shall be deposited in the name of the Corporation or its DBA name in such bank, banks, or other financial institutions as the Executive Board may from time to time designate and shall be drawn out on checks, drafts, or other orders signed on behalf of the Corporation by such person or persons as the Executive Board may from time to time designate.
2. Execution of Legal Instruments. All contracts, deeds, and other instruments shall be signed on behalf of the PTO by the President or by such other Directors, Officer(s), or agents as the Executive Board may from time to time provide.
3. Execution of Checks. As specified in Article VII, all checks written from the PTO shall be signed by two Officers.

 

Article XVI. ANNUAL AUDIT

1. Definition. ​An audit is a financial review that involves following financial transactions through records to be sure that receipts have been properly accounted for and expenditures made as authorized in the minutes and in conformity with PTO bylaws and budget limitations.
2. Purpose. ​The purpose of an audit is:
   1. To certify the accuracy of the books and the records of the treasurer; and,
   2. To ensure that the PTO operates in a manner consistent with charitable purposes to maintain its tax-exempt status pursuant to 501(c)(3) of the Internal Revenue Code; and,
   3. To assure the membership that PTO resources and funds are being managed in accordance with the financial policies and procedures of the PTO.
3. Annual audit. An annual audit shall take place at the end of the school year or upon the resignation of the treasurer, before the new Officer assumes his or her duties, or upon the request of a member of the PTO. The audit should be completed within 90 days of the fiscal year end. The fiscal year of the PTO shall begin on July 1 and end on the following June 30.
4. Appointment of auditor(s). An auditor, who shall not be a member of the Executive Board, or an auditing committee of no fewer than three members, shall be selected by the Executive Board no later than two weeks prior to the end of the school year. An auditor or auditing committee member shall not be related to any signees on the checking account by marriage or any other relationship.
5. Audit report. The auditor(s) shall produce a written, signed, and dated report of their findings. The annual audit report shall be given to the President no later than the first general membership meeting of the new school year. The annual audit report must be included in the minutes of the Secretary.
6. Financial expenditures during audit. The outgoing Officers cannot sign checks for the PTO after the books are closed for audit. During the audit process, it is recommended that expenditures within an adopted budget be limited to those of an emergency nature.

Article XVII. INDEMNIFICATION

1. Actions Against Directors or Officers. The Corporation shall indemnify, to the fullest extent permitted by the Georgia Nonprofit Corporation Code and, if applicable, Section 4941 of the Internal Revenue Code of 1986, as amended, any individual made a party to a proceeding because such individual is or was a Director or an Officer of the Corporation against liability incurred in the proceeding, if such individual conducted himself or herself in good faith, and (1) in the case of conduct in his or her official capacity, reasonably believed his or her conduct was in the best interests of the Corporation, (2) in all other cases, reasonably believed that his or her conduct was at least not opposed to the best interests of the Corporation, and (3) in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
2. Advance for Expenses of Directors and Officers. The Corporation shall pay for or reimburse the reasonable expenses incurred by a Director or an Officer who is a party to a proceeding because such individual is a Director or Officer in advance of final disposition of the proceeding, if:
   1. The Director or Officer furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Article XVII.1 above or that the proceeding involves conduct for which liability has been eliminated by the Corporation’s Articles of Incorporation; and
   2. The Director or Officer furnishes the Corporation a written undertaking to repay any advances if it is ultimately determined that the Director or Officer is not entitled to indemnification.
   3. The written undertaking required by paragraph (a) above must be an unlimited general obligation of the Director or Officer but need not be secured and may be accepted without reference to financial ability to make repayment.

 

Article XVIII. CONFLICT OF INTEREST POLICY

1. ​Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’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 organization 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.
2. ​Definitions: 
   1. Interested Person. Any Director, 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. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
      1. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
      2. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or,
      3. 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.
   3. Compensation. The term “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 Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.

 

1. Procedures:​
   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 who are considering the proposed transaction or arrangement.
   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 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 whether a conflict of interest exists.
   3. Procedures for Addressing the Conflict of Interest.
      1. An interested person may make a presentation at the Board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
      2. After exercising due diligence, the 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 not give rise to a conflict of interest.
      3. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the 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.
   4. Violations of the Conflict of Interest Policy.
      1. If the 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.
      2. If, after hearing the member’s response and after determining if further investigation is warranted by the circumstances, the Board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
   5. Records of Proceedings. ​The minutes of the Board and all committees with board delegated powers shall contain:
      1. 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 Board’s or committee’s decision as to whether a conflict of interest in fact existed.
      2. 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.
   6. Compensation:
      1. A voting member of the Board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
      2. 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 that member’s compensation.
      3. No voting member of the 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.