Conflict of Interest Disclosure
Please read the Common Wealth Charlotte Conflict of Interest policy, complete and submit the form below. Thank you!
Adopted June 9, 2022
This Conflict of Interest Policy is effective as of June 30, 2022 and applies to each member of the Board of Directors, each officer, each employee and each volunteer (together, known as the “Adherents”) of Common Wealth Charlotte, Inc., a nonprofit corporation organized under the laws of the State of North Carolina (the “Corporation”).
Article I.
Preamble
The Corporation is committed to maintaining the highest legal and ethical standards in the conduct of the business of the Corporation and to protecting the integrity and reputation of the Corporation, its directors, officers, employees and volunteers. Under established principles of law and sound business ethics, each Adherent is responsible for exercising their duties honestly, in good faith, and with a reasonable amount of diligence and care. Accordingly, each Adherent has an obligation to keep the welfare of the Corporation at all times paramount in order to ensure that they do not compromise their independence of judgment, to preserve the confidence of all the Corporation’s constituencies, and to protect and fulfill the Corporation’s mission. North Carolina General Statutes Sections 55A-8-30 through 55A-8-33 set forth the standards of conduct required of the Board, and this policy intends to comply with the requirements described therein. In the event that there is an inconsistency between the requirements and procedures prescribed herein and those prescribed in North Carolina General Statutes Sections 55A-8-30 through 55A-8-33, Sections 55A-8-30 through 55A-8-33 will control.
Article II.
Conflicts of Interest
A. Purpose
The purpose of this Article II is to protect the interests of the Corporation when the Corporation is contemplating entering into a transaction or arrangement that might benefit the private interest of an Adherent. This Article II is intended to supplement but not replace any applicable federal or North Carolina laws governing conflicts of interest that apply to the Corporation.
B. Duty of Board, Officer, Staff and Volunteers
The Adherents shall exercise the utmost good faith in all transactions touching upon their duties to the Corporation and its property. In their dealings with and on behalf of the Corporation, they are held to a strict rule of honest and sincere dealing among themselves and the Corporation. They shall not use their positions, or knowledge gained therefrom, so that a conflict might arise between the Corporation’s interest and that of the Adherent.
C. Definition of Interest
For purposes of this Article II, an Adherent shall be deemed to have an “interest” in a contract, transaction, or other arrangement, or in the same or related business as the Corporation, if the Adherent, or a family member or member of the immediate household of the Adherent, is the party (or one of the parties) or is a director, trustee, officer, or general partner of, or has a material financial or influential interest in, an entity that is the party (or one of the parties) contracting or dealing with the Corporation. An “interest” includes but is not limited to: (1) an ownership or investment interest in any entity or individual with which the Corporation is entering or has entered in a transaction or arrangement, and (3) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is entering or has entered into a transaction arrangement. For purposes of this provision, compensation includes direct and indirect remuneration as well as gifts or favors that exceed a value of $250. An interest will constitute a conflict of interest only if a majority of the Board of Directors of the Corporation determines under the provisions of this Article II that a conflict of interest exists. Relationships and dealings of the Corporation with corporations, partnerships, joint ventures, or other entities owned, controlled, or managed by the Corporation shall not constitute interests under this Article.
D. Duty to Disclose
Any Adherent having an interest in a contract, transaction, or arrangement presented to the Board of Directors as a committee thereof for consideration, authorization, approval, discussion, or ratification shall make a prompt, full, and frank disclosure of their interest to the Board of Directors at the first meeting of the Board after the conflict occurs and in any case before the Board 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 the Corporation’s interests.
E. Standards and Procedures
1. The Board of Directors shall determine, by majority vote, whether the disclosure shows that conflict of interest exists or can reasonably be construed to exist.
2. The Board of Directors may request the Adherent to provide factual information regarding the potential or actual conflict of interest 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 to investigate alternatives to such proposed contract, transaction, or arrangement.
4. If a conflict of interest is deemed to exist, the person having the conflict of interest shall not participate or attend, vote on, or use their personal influence in connection the discussions, deliberations, or vote with respect to such contract, transaction, arrangement, or related matters affecting the Corporation.
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 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 director or directors, that the proposed contract, transaction, or arrangement (i) is in the Corporation’s best interest and for its own benefit and (ii) is fair and reasonable to the Corporation.
7. The minutes of the meeting shall reflect the disclosure made, the Board Members present for the discussion and vote, the content of the discussion, the vote thereon (including any roll call), and, where applicable, the abstention from voting and participation, and that a quorum was present. The Corporation shall keep minutes of the discussions and deliberations as part of the minutes of the Corporation.
Article III.
Confidentiality
Each Adherent shall exercise care not to disclose confidential Information acquired in connection with the Adherent’s position with the Corporation.. “Confidential Information” shall include the identity and status of participants in the Corporation’s programs, any non-public information about the Corporation, proprietary information related to its business or its strategies and shall include information the disclosure of which might be adverse to the interests of the Corporation.
Article IV.
Corporate Opportunity
An Adherent shall not use the Corporation’s property, information, or the status of their position to solicit business for others or otherwise obtain a private financial, social, or political benefit that would be inconsistent with the Corporation’s mission.
Article V.
Fair Dealing
Each Adherent shall deal fairly with the Corporation’s Board members, officers, employees, volunteers and suppliers. No Adherent shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
Article VII.
Proper Use of Assets
Every Adherent shall protect the Corporation’s assets and ensure their efficient use. All of the Corporation’s assets should be used in a manner consistent with the mission of the Corporation.
Article VII.
Reporting Illegal or Unethical Behavior
In accordance with the Corporation’s goal of promoting ethical behavior, an Adherent is obligated to report violations of this policy and of laws, rules, and regulations affecting the Corporation to the Chair of the Board. If an Adherent is uncertain about whether a particular situation is unethical or illegal, the Adherent shall disclose the circumstances to the Chair of the Board, who will assist in determining the best course of action. If the Adherent who is involved is the Chair of the Board, then they shall disclose the circumstances in question to the Chair of the Governance Committee of the Board.
Article VIII.
Corrective and Disciplinary Action
The violation of this Ethics Policy is a serious matter and may constitute “cause” for removal or termination of an Adherent.
Article IX.
Reporting Service of Human Services Agencies
An Adherent shall inform the Board of such Adherent’s service on the board of directors or other governing body, as a trustee, officer, employee, or consultant, for any human services agency.
Article X.
Annual Statement and Disclosures
Annual Statement – Each Adherent shall annually sign a statement that affirms that such person (i) has received a copy of this Conflict of Interest Policy, (ii) has read and understands the Conflict of Interest Policy, (iii) has agreed to comply with the Conflict of Interest Policy, and (iv) understands that the Corporation is a charitable organization and, to maintain its federal tax exemption as an organization described in section 501(c)(3) of the Internal Revenue Code , the Corporation must engage primarily in activities that accomplish one or more of its exempt purposes. If at any time during the year, the information in the annual disclosure statement changes materially, Adherent shall disclose such changes and revise the annual disclosure form accordingly.