Florida SIDS Alliance
Policy Statement
POLICY NAME:
CONFLICT OF INTEREST
1. The Board shall require each Director, officer, employee or consultant to the corporation to
disclose in writing any conflict or potential conflict of interest.
2. Any potential direct conflict of interest on the part of any Director or Director Nominee, and/or
senior staff members shall be disclosed to the Board of Directors at the time of the
implementation of this policy or at any future time when such a conflict of interest first occurs.
3. No Director, officer, employee or consultant to the corporation shall, for a period of two years
after termination of such function, become financially interested for private gain in any manner
in any transaction relating to any matter which he or she gained confidential information while
acting as a director, officer, employee or consultant.
4. That any family relationship or business relationship among any officer, director, trustee, or key
employee be reported.
5. Florida SIDS Alliance shall not engage in any relationship involving the payment of monies to any
individual or firm in which a conflict of interest of a Director is involved, except as hereinafter
provided.
6. In those instances in which the commodity or service provided by an individual or firm in which
a Director may have an interest meets any of the following criteria, the Board of Directors may
authorize Florida SIDS Alliance to enter into a relationship without prejudice to the Directors
involved.
a. Where the commodity or service is provided solely by the firm involved, such as a
telephone service, electrical service, etc.
b. Where the commodity or service is of a unique nature involving a specific item or
service such as a particular piece of equipment not available from others.
c. Where the service or commodity is of an inconsequential nature, such as the placement
of newspaper ads, the purchase of supplies of less than $500 annual volume, etc.
d. Where there are unusual and compelling advantages to Florida SIDS Alliance to
purchase goods or services from an individual or firm in which a conflict of interest by a
Director exists. The determination of such advantages would require specific approval in
advance by the Board of Directors.
7. That all instances of possible direct conflict of interest of any nature be reported to the Board of
Directors at least annually.
8. That each Director be requested to report annually, in writing, using the “Acknowledgement and
Disclosure Form”, the existence of any major financial interest, either direct or indirect, that
he/she or members of his/her immediate family have in any firm that, to his/her knowledge,
might provide goods or services to Florida SIDS Alliance. A major financial interest is defined as
the ownership of more than 35% of the stock of the corporation, or being a partner of the firm,
or service as a director or executive employee of the firm.
Florida SIDS Alliance
Policy Statement
9. That all reports of major financial interest be presented to the Executive Committee of the
Board of Directors, and made a confidential part of the permanent records of Florida SIDS
Alliance.
10. The Executive Committee shall consider all reports of possible conflict of interest and major
financial interest. The Committee shall make recommendations to the Board of Directors
concerning each instance of conflict of interest of major financial interest as to the nature and
extent of the conflict of interest represented, and as to whether or not such conflict of interest
makes the Director's service or potential service on the Board of Directors in conflict with the
hereinbefore stated provisions relating to conflict of interest.
11. That any Director or Director Nominee who foresees the possibility of a future conflict of
interest may request advance consideration of the matter by the Executive Committee. The
Committee shall consider the matter and report its findings and recommendations to the Board
of Directors.
12. That the Board of Directors shall consider all recommendations made by the Executive
Committee and shall make the final determination of whether or not the conflict of interest
makes the director's service on the Board of Directors in conflict with this policy.
13. Any member of the Board, nominee to the Board, officer, employee, or consultant to the
corporation who has a personal, financial or property interest of any kind or nature with respect
to any land, building, lease, contract or agreement, of the corporation, shall promptly upon
learning of such interest disclose the same to the Board and such persons shall abstain from
voting on any matter of resolution relating thereto. Moreover, the person having conflict shall
retire from the room in which the Board (or Committee) is meeting and shall not participate in
the final deliberation or decision regarding the matter under consideration. However, that
person shall provide the Board or Committee with any and all relevant information. The minutes
of the meeting shall reflect that the disclosure was made and the abstention from voting.
Approved by the Board of Directors and Adopted following
teleconference call on February 29, 2016
Board Members Present
President
Roy Bagley
Vice President
Charlene Melcher and Bunny Hamer
Secretary
Colleen Cody
Directors
Joy Anderson, Kim Magee, Gary Vogel, Angie Riviere