Our Conflict of Interest Policy
PURPOSE
A Conflict-of-Interest Policy is recommended by the Internal Revenue Service to protect the tax-exempt status of the Walnut Cove Members Association (WCMA) when or if it enters a transaction or arrangement that might benefit the private interest of an officer or director or might result in a possible excess benefit transaction.
DEFINITIONS
INTERESTED PERSON - Any director, officer, or member of a committee with governing board delegated powers, who has a financial interest, as defined below, is an interested person.
FINANCIAL INTEREST - A person has a financial interest if he/she has an ownership or investment interest, a compensation arrangement, or a potential ownership or investment interest in any entity with which the WCMA has, or is contemplating, a transaction or arrangement. “Compensation” includes gifts or favors that are substantial. A financial interest is not necessarily a conflict of interest unless the WCMA board decides that one exists.
PROCEDURES
DUTY TO DISCLOSE - An interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the WCMA Board. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the meeting while the Board deliberates, votes, and decides if a conflict of interest exists.
RESOLUTION OF A CONFLICT OF INTEREST - If a conflict of interest is found, the Board shall determine whether an alternative arrangement can be obtained from a person or entity that would not give rise to a conflict of interest. If an alternative arrangement is not reasonably possible, the Board shall determine whether the original arrangement which gives rise to the conflict of interest is fair and reasonable to the WCMA and if so, the Board shall decide whether or not to enter into the original arrangement.
VIOLATIONS OF THE CONFLICT OF INTEREST POLICY - If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member and give that member an opportunity to explain. If, after hearing the member's response and after making any further appropriate investigation, the Board shall decide if a violation has occurred and, if so, shall take appropriate corrective action.
RECORDS OF PROCEEDINGS - The minutes of any Board meeting dealing with issues under this policy 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 to determine if a conflict of interest was present, and the Board’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.
COMPENSATION
A voting member of the WCMA Board or any committee which has authority as to who receives compensation from the WCMA for services is precluded from voting on matters pertaining to that compensation. However such member may provide information to the Board or any such committee pertaining to that member's compensation.
ANNUAL STATEMENTS
Each director and officer of the WCMA shall annually sign a statement which affirms that such person:
a. Has received a copy of this conflict of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy.
PERIODIC REVIEWS
To ensure that the WCMA operates in a manner consistent with 501(c)(3) purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted to confirm that any compensation arrangements and benefits are reasonable and are the result of arm's length bargaining.