Conflict of Interest Policy for the Ex.C.E.L. Learning Corporation
The purpose of the following policy and procedures is to complement the Ex.C.E.L. Learning Corporation bylaws to prevent the personal interest of staff members, board members, and volunteers from interfering with the performance of their duties to resulting in a personal, financial, professional, or political gain on the part of such persons at the expense of or its members, supporters, and other stakeholders.
Definitions:
- Conflict of Interest (also Conflict) means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust. Persons in a position of trust include staff members, officers, and board members of Ex.C.E.L. Learning Corporation.
- Board means the Board of Directors.
- Officer means an officer of the Board of Directors.
- Volunteer means a person — other than a board member — who does not receive compensation for services and expertise provided to Ex.C.E.L. Learning Corporation and retains a significant independent decision-making authority to commit resources of the organization.
- Staff Member means a person who receives all or part of her/his income from the payroll of Ex.C.E.L. Learning Corporation.
- Supporter means corporations, foundations, individuals, 501(c)(3) nonprofits, and other organizations contributing to Ex.C.E.L. Learning Corporation.
POLICY AND PRACTICES
- Full disclosure, by notice in writing, shall be made by the interested parties to the full Board of Directors in all conflicts of interest, including but not limited to the following:
- A board member is related to another board member or staff member by blood, marriage or domestic partnership.
- A staff member in a supervisory capacity is related to another staff member whom she/he supervises.
- A board member or their organization stands to benefit from a transaction or staff member of such organization receives payment from for any subcontract, goods, or services other than as part of her/his regular job responsibilities or as reimbursement for reasonable expenses incurred as provided in the bylaws and board policy.
- A board member’s organization receives grant funding from Ex.C.E.L. Learning Corporation.
- A board member or staff member is a member of the governing body of a contributor to Ex.C.E.L. Learning Corporation.
- A volunteer working on behalf of Ex.C.E.L. Learning Corporation who meets any of the situations or criteria listed above.
- Following full disclosure of a possible conflict of interest or any condition listed above, the Board of Directors shall determine whether a conflict of interest exists and, if so the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect Ex.C.E.L. Learning Corporation’s best interests. Both votes shall be by a majority vote without counting the vote of any interested director, even if the disinterested directors are less than a quorum, provided that at least one consenting director is disinterested.
- A Board member or Committee member who is formally considering full-time employment with Ex.C.E.L. Learning Corporation must take a temporary leave of absence until the position is filled. Such a leave will be taken within the Board member’s elected term, which will not be extended because of the leave. A Board member or Committee member who is formally considering full-time employment with Ex.C.E.L. Learning Corporation must submit a written request for a temporary leave of absence to the Secretary of the Board, c/o the President’s office, indicating the period of the leave. The Secretary of the Ex.C.E.L. Learning Corporation will inform the Chair of the Board of such a request. The Chair will bring the request to the Board for action. The request and any action taken shall be reflected in the official minutes of the Ex.C.E.L. Learning Corporation’s Board meeting.
- An interested Board member, officer, or staff member shall not participate in any discussion or debate of the Board of Directors or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present board or committee member.
- Anyone in a position to make decisions about spending resources (i.e., transactions such as purchases, contracts) – who also stands to benefit from that decision – must disclose that conflict as soon as it arises (or becomes apparent); s/he will not participate in any final decisions.
- A copy of this policy shall be given to all Board members, staff members, volunteers, or other key stakeholders upon commencement of such person’s relationship with the Ex.C.E.L. Learning Corporation or at the official adoption of the stated policy. Each board member, officer, staff member, and volunteer shall sign and date the policy at the beginning of her/his term of service or employment. Failure to sign does not nullify the policy.
- This policy and disclosure form must be reviewed annually by all specified parties.
The following actions shall be adopted as regular practice:
- No board member, board committee member, or any member of his/her immediate family will accept any gift, entertainment, service, loan, or promise of future benefits from any person who either personally or whose employees might benefit or appear to benefit from such board or committee member’s connection with Ex.C.E.L. Learning Corporation unless the facts of such benefit, gift, service, or loan are disclosed in good faith and are authorized by the board. Board and committee members are expected to implement a method for declining gifts, entertainment, and benefits that do not meet this standard.
- No board or committee members should perform, for any personal gain, services to any Ex.C.E.L. Learning Corporation supplier of goods or services, as employee, consultant, or in any other capacity which promises compensation of any kind, unless the fact of such transaction or contracts are disclosed in good faith, and the board or committee authorizes such a transaction. Similar association by an immediate family member of the board or committee member or by any other close relative may be inappropriate.
- No board or committee member or any member of his/her immediate family should have any beneficial interest in, or substantial obligation to any Ex.C.E.L. Learning Corporation supplier of goods or services or any other organization that is engaged in doing business with or serving Ex.C.E.L. Learning Corporation unless it has been determined by the board, on the basis of full disclosure of facts, that such interest does not give rise to a conflict of interest.
- This policy statement is not intended to apply to gifts and/or similar entertainment of nominal value (i.e., less than $100) that clearly are in keeping with good business ethics and do not obligate the recipient. Any matter of question or interpretation relating to this policy will be referred to the board chair for clarification and decision and/or for referral to the board of directors for decision, where appropriate.
This policy was approved by the board of directors on February 1, 2020. The board annually reviews the conflict of interest policy for compliance.
Approved: February 1, 2020
Reviewed/Revised: June 22, 2023