GFSC Policy | Confidentiality, Conflict of Interest and Compliance

GREATER FLEMINGTON SOCCER CLUB

Policy ׀ Confidentiality, Conflict of
Interest, & Compliance

Purpose

The purpose of the conflict of interest policy is to protect Greater Flemington Soccer Club’s (the “Club”) tax exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Members of the Board of Directors have fiduciary duties to the Club to keep confidential the business, financial, and other information relating to the affairs of the Club, including that of its donors, and to deal with others fairly and not out of favoritism or for personal advantage.

Definitions

Interested Person: Any board director or board officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which the Club has a transaction or arrangement,
• A compensation arrangement with the Club or with any entity or Individual with which the Club has a transaction or arrangement, or
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Club is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts that are not insubstantial.

Procedures

Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest or other conflict and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.  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 appropriate governing board or committee decides that a conflict of interest exists.

If a more advantageous transaction or arrangement is not reasonably prudent under circumstances not producing a conflict of interest, the governing board or committee shall determine, by a majority vote of the disinterested directors or committee members, whether the transaction or arrangement is in the Club’s best interest, for its own benefit, and whether it is proper, fair and reasonable.  In conformity with such criteria, the governing board or committee   shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy

• If the governing board or committee has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.
• If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, including suspending the person for an indefinite period of time.

Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

• 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 governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
• 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.

Compensation

• A voting member of the governing board who receives compensation, directly or indirectly, or who has an immediate family member who receives compensation from the Club for services is precluded from voting on matters pertaining to that member’s or family member’s compensation.
• A voting member of any committee whose jurisdiction includes compensation matters and who receives or whose immediate family member receives compensation, directly or indirectly, from the Club for services is precluded from voting on matters pertaining to that member’s or family member’s compensation, including but not limited to the hiring or retention of the member or family member.
• Coaches or directors who receive compensation from the Club, whether directly or indirectly or as employees or independent contractors, are precluded from voting on any issues involving compensation matters.

Statements of Compliance

Each director, officer and member of a committee with governing board delegated powers and every other Interested Person shall sign a statement, which affirms such person:

• Has received a copy of the conflicts of interest policy,
• Has read and understands the policy,
• Has agreed to comply with the policy, and
• Understands that the Club is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Periodic Reviews

To ensure the Club 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 whether partnerships, joint ventures, and arrangements with management organizations conform to the Club’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in injury, impermissible private benefit or in an excess benefit transaction.

Use of Outside Experts

When conducting the periodic reviews as provided for in Article 1.7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ACKNOWLEDGMENT AND DECLARATION

I have read, understand, and agree to the Club Confidentiality, Conflict of Interest, and Compliance Policy, and agree to fully comply with its terms and conditions at all times during my service as a member of the Club Board of Directors, or member of a committee with board delegated powers.  If at any time following the submission of this form I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the Club’s President or Vice President in writing.

By signing below, I hereby declare that I have received a copy of the Club’s Conflict of Interest Policy; that I have read and understand the policy; that I agree to comply with the policy.