The Abraham Lincoln Brigade Archives (ALBA)
Conflict of Interest Policy & Annual Disclosure Statement for Board Members
Article I — Purpose
- The purpose of this Conflict of Interest Policy is to protect ALBA’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests (financial or otherwise) of a Board member of ALBA or might result in a possible excess benefit transaction.
- This policy supplements, but does not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
- This policy also identifies “interested” and “independent” persons.
Article II — Definitions
1. Interested person — A Board member shall be considered an “interested person” for the purposes of this policy if they have, directly or indirectly, through business, investment, or family, one or more of the following:
a. An ownership or investment interest in any entity with which ALBA has a transaction or arrangement;
b. A compensation arrangement with ALBA or with any entity or individual with which ALBA has a transaction or arrangement;
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which ALBA is negotiating a transaction or arrangement; or
d. An immediate family member who is an employee of ALBA.
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. A person who has a financial interest may have a conflict of interest only if the Board or Executive Committee decides that a conflict of interest exists, in accordance with this policy.
2. Conflict of interest – A situation in which a person, or a close relative of that person, is in a position to derive personal benefit from actions or decisions made by that person in their official capacity. Should such a situation arise, the person would be required to recuse themselves from involvement in the action or decision concerned.
3. Independent person — A Board member shall be considered an “independent” person for the purposes of this policy if they are “independent” as defined in the instructions for the IRS 990 form or, until such definition is available, if they:
a. are not, and have not been for a period of at least three years, an employee of ALBA or any entity in which ALBA has a financial interest;
b. do not directly or indirectly have a significant business relationship with ALBA, which might affect independence in decision-making;
c. are not employed as an executive of another corporation where any of ALBA’s executive officers or employees serve on that corporation’s compensation committee; and
d. do not have an immediate family member who is an employee of ALBA or who holds a position that has a significant financial relationship with ALBA.
Article III — Procedures
Duty to Disclose — In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial or other interest and be given the opportunity to disclose all material facts to the Board or Executive Committee.
Recusal of Self – Any Board member may recuse themselves at any time from involvement in any decision or discussion in which they believe they have or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.
Determining Whether a Conflict of Interest Exists — After disclosure of the financial or other interest and all material facts, and after any discussion with the interested person, they shall leave the Board or Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Executive Committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the Board or Executive Committee meeting, but after the presentation, they 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 Board or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Board or Executive Committee shall determine whether ALBA can obtain with reasonable efforts a more advantageous transaction or arrangement with 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 Board or Executive Committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in ALBA’s best interest, for its own benefit, and whether it is fair and In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
a. If the Board or Executive 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 Board or Executive 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 The Minutes of the 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 Board’s or Executive 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
a. A voting member of the Board who receives compensation, directly or indirectly, from ALBA for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from ALBA for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from ALBA, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI – Annual Statements
1. Each member of the Board shall annually sign a statement that affirms that they:
a.Have received a copy of the conflict of interest policy,
b. Have read and understand the policy,
c. Have agreed to comply with the policy, and
d. Understand that ALBA is charitable and that, in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
2. Each voting member of the Board shall annually sign (or send to ALBA’s Executive Director via email) a statement that declares whether they are an independent person.
3. If at any time during the year, the information in the annual statement changes materially, the Board member shall disclose such changes and revise the annual disclosure form.
4. The Executive Committee shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.
Article VII – Periodic Reviews —
To ensure that ALBA 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 (if reasonably available), and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to ALBA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.
Article VIII – Use of Outside Experts —
When conducting the periodic reviews as provided for in Article VII, ALBA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
Article IX – ALBA/PUFFIN Award for Human Rights Activism (the “ALBA/Puffin Award”) –
Any Board member who has a familial or financial connection with, or is employed by the same organization as, a candidate under consideration to receive the ALBA/Puffin Award, shall disclose such connection to the Board, shall refrain from advocacy on behalf of such candidate and, where applicable, shall recuse themselves in any vote related to such candidate.