Board Conflict of Interest Policy

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CONFLICT OF INTEREST POLICY
THE POSITIVE FUTURES NETWORK
Adopted by the Board 8/23/08

 

A. The Officers, Directors, and employees of the Positive Futures Network (PFN) exercise the utmost good faith in all transactions touching upon their duties to PFN and its property. They shall not use their positions, or knowledge gained there from, so that a conflict might arise between PFN’s interest and that of the Officer, Director, or employee.

B. For purposes of this policy, a person shall be deemed to have an “interest” in a contract, transaction, or other arrangement, if the person has a material financial or influential interest in a entity that is the party (or one of the parties) contracting or dealing with PFN.

C. Any officer, Director, or employee having an interest in a contract, transaction, or arrangement presented to the Board of Directors or a committee of the Board of Directors shall make a prompt, full, and frank disclosure of his or her interest to the Board of Directors before the Board of Directors or committee takes action on such contract, transaction, or arrangement.  Such disclosure shall include any relevant and material facts known to such person that might reasonably be construed to be adverse to or potentially adverse to PFN’s interest.

D. The Board of Directors shall examine potential conflicts of interest pursuant to the following standards and procedures.

  1. The Board of Directors shall determine, by majority vote, whether the disclosure shows that a conflict of interest exists, or can reasonably be construed to exist.

  2. The Board of Directors may request the person to provide factual information regarding the potential or actual conflict of interests and such proposed contract, transaction, or arrangement.

  3. If deemed appropriate, the Board of Directors may appoint a non-interested person or committee or subcommittee, respectively, to investigate alternatives to such proposed contract, transaction, or arrangement.

  4. If a conflict of interests is deemed to exist, the person having the conflict on interests shall not vote on, or use his or her influence in connection with the discussions, deliberations, or vote with respect to such contract, transaction, arrangement, or related matters affecting PFN.

  5. At any meeting of the Board of Directors where such contract, transaction, arrangement, or related matters are under discussion or are being voted upon, a quorum is present if a majority of the members of the Board of Directors who have no direct or indirect personal interest in such contract, transaction, or arrangement participate in the vote held to authorize, approve, or ratify such contract, transaction, or arrangement. 

  6. In order to approve such contract, transaction, or arrangement, the Board of Directors must first find, by majority vote without counting the vote of the interested member of the Board of Directors, that:

    a. The proposed contract, transaction, or arrangement is in PFN’s best interest and for its own benefit; and

    b. the proposed contract, transaction, or arrangement is fair and reasonable to PFN.

  7. The minutes of the meeting shall reflect the disclosure made, the persons present for the discussion and vote, the content of the discussion, the vote thereon, and, where applicable, the abstention from voting, and that a quorum was present.  PFN shall keep minutes of the discussions and deliberations as part of its minutes.

E. The violation of this Conflict of Interests policy is a serious matter and may constitute “cause” for removal or termination of an Officer, Director, or employee.