Northwest Ultimate Association Conflict of Interest Policy Board Resolution
In order to protect the interests of the Northwest Ultimate Association
(“Corporation”) when it is contemplating a transaction or arrangement that might
benefit the private interests of an officer or director of the Corporation, the Board
of the Corporation hereby adopts the following policies with respect to board
composition, payments to Board Members, and conflict of interest:
Conflict of Interest Defined
In this policy, a person with a conflict of interest is referred to as an “interested person.” For
purposes of this policy, the following circumstances shall be deemed to create a Conflict of
Interest:
a. A director, officer, employee or volunteer, including a Board Member (or family member of
any of the foregoing) is a party to a contract, or involved in a transaction with the
Corporation for goods or services.
b. A director, officer, employee or volunteer, (or a family member of any of the foregoing) has
a material financial interest in a transaction between the Corporation and an entity in which
the director, officer, employee or volunteer, or a family member of the foregoing, is a
director, officer, agent, partner, associate, employee, trustee, personal representative,
receiver, guardian, custodian, or other legal representative.
c. A director, officer, employee or volunteer, (or a family member of the foregoing) is engaged
in some capacity or has a material financial interest in a business or enterprise that competes
with the Corporation.
Other situations may create the appearance of a conflict, or present a duality of interests in
connection with a person who has influence over the activities or finances of the nonprofit. All
such circumstances should be disclosed to the board or staff, as appropriate, and a decision made
as to what course of action the organization or individuals should take so that the best interests of
the nonprofit are not compromised by the personal interests of stakeholders in the nonprofit.
Gifts, Gratuities and Entertainment
Accepting gifts, entertainment or other favors from individuals or entities can also result in a
conflict or duality of interest when the party providing the gift/entertainment/favor does so under
circumstances where it might be inferred that such action was intended to influence or possibly
would influence the interested person in the performance of his or her duties. This does not
preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or
insignificant value which are not related to any particular transaction or activity of the
Corporation.
General Principles
Individuals who are neither compensated themselves, nor related to individuals
who are compensated, shall constitute a majority of the Board of Directors.
Primary responsibility for making all decisions subject to this policy shall rest
with the Board of Directors of the Corporation. The Board of Directors may
delegate decisions subject to this policy to a committee composed of individual
board members unrelated to, and not subject to the control of, the person or
persons involved in the proposed transaction.
In matters of compensation, no Board Member, officer, staff, or employee, may
receive compensation from the Corporation which exceeds the value of the
services provided for such compensation. In any other transaction, no Board
Member, officer, staff, or other employee, may receive economic benefits from
the Corporation which exceed the consideration provided for such transaction.
Deliberation, voting, and written documentation of all arrangements subject to
this policy shall take place before Corporation makes payments of any kind.
Basis for Decision-making
In making decisions subject to this policy, the board of directors, staff, or
decision-making committee, shall, to the best of its ability, obtain and rely upon
appropriate data as to comparability, such as:
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information about compensation paid by similarly situated organizations
for similar goods or services,
current compensation surveys compiled by independent firms, or
actual written offers from similarly situated organizations
Conflict of Interest
No Board Member may vote upon a matter in which he or she has a Conflict of
Interest.
Immediately upon becoming aware that a Conflict of Interest may exist, the
interested person must disclose the existence of the potential conflict to the
remaining Board Members and all facts and circumstances surrounding it. If, by a
vote of the remaining Board Members, a conflict of interest is found to exist, the
interested person with the conflict shall withdraw from further deliberations,
actions, and/or voting on the matter.
Recordkeeping
The basis for each decision subject to this policy shall be fully documented,
including:
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the terms of the approved transaction and the date approved,
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the members of the decision-making body who were present during debate
on the transaction and those who voted on it,
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the decision made by each individual who voted,
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the comparability data that was relied on by the decision-making body and
how the data was obtained, and
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any actions by a member of the decision-making body having a conflict of
interest
Good faith efforts shall be made to operate in a manner that will avoid entering
into any "Excess Benefit Transactions" as that term is defined in §4958 of the
Internal Revenue Code, and to comply with any pertinent guidelines issued by the
Internal Revenue Service.
Adopted this ________________day of ______________________, 20____.
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