The purpose of this Statement is to protect Florida’s Children First, Inc.’s interest when it is contemplating entering into a transaction that might benefit the private interest of an officer, director, member or relative of an officer, director, member or might result in a possible excess benefit transaction.
I. Applicable Law: 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. This Agreement, its validity, construction and effect will be by the laws of the State of Florida, with venue proper in Broward County, Florida.
II. Definitions:
A. Interested Person: any director, officer, committee member or relative of any director, officer, or committee member, who has a direct or indirect financial interest.
B. Financial Interest: A person has a financial interest if the person directly or indirectly, through business, investment or family has an ownership or investment interest in any entity with which Florida’s Children First, Inc. has a transaction or arrangement OR a compensation arrangement with Florida’s Children First, Inc. or with any entity or individual with which Florida’s Children First, Inc. has a transaction or arrangement OR a potential ownership or investment interest in or compensation agreement with any entity or individual with which Florida’s Children First, Inc. is negotiating a transaction or arrangement.
III. Procedures:
A. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors or Committee considering the proposed transaction or arrangement.
B. Decision Making Authority: 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 Board of Directors decides that a conflict of interest exists. After the disclosure of material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors or Committee Meeting while the determination of a conflict of interest is discussed and voted upon.
C. Procedures for Addressing the Conflict of Interest:
1. An interested person may make a presentation at the Board of Directors or Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.
2. The President of the Board of Directors or Chairperson of the Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to be proposed transaction or arrangement.
3. After exercising due diligence, the Board of Directors or the Committee shall determine whether Florida’s Children First, Inc. can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement in not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or Committee shall determine by a majority vote of the disinterested directors or Committee members whether the transaction or arrangement is in Florida’s Children First, Inc. .’s best interest, for its own benefit, and whether or not it is fair and reasonable.
D. Violations of the Conflict of Interest Policy:
1. If the Board of Directors or Committee has reasonable cause to believe a party has failed to disclose an actual or possible conflict of interest, it shall inform the party of the basis for such belief and afford the party an opportunity to explain the alleged failure to disclose.
2. If, after hearing the party’s response and after making further investigation as warranted by the circumstances, the Board of Directors or Committee determines the party has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
IV. Recording of Proceedings: The minutes of the Board of Directors and all Committee meetings shall contain the names of the persons who disclosed or 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 exists, and the decision as to whether or not a conflict of interest existed. The minutes shall also include the names of the persons who were present for the discussion and the votes relating to the proceedings. Alternatives to the proposed transaction shall also be recorded in the minutes.
V. Compensation:
A. A voting member of the Board of Directors or a Committee who receives compensation, directly or indirectly from Florida’s Children First, Inc. for services is precluded from voting or matters pertaining to that member’s compensation.
B. Any voting member of the Board of Directors or any Committee whose responsibilities include compensation matters and who receives compensation, directly or indirectly, from Florida’s Children First, Inc. either individually or collectively, is prohibited from providing any information to any Committee regarding compensation.
VI. Annual Statements: Each director, principal officer and/or member of a Committee with decision making authority should annually sign a statement which affirms that such person has a received a copy of the Conflict of Interest Policy, has read and understands such policy, has agreed to comply with such policy and understands that Florida’s Children First, Inc. 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.
VII. Periodic Reviews: To ensure the Organization operates in a manner consistent with the 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 compensation arrangements and benefits are reasonable based on competent survey information and arm’s length bargaining AND whether relationships with management organizations conform to Florida’s Children First, Inc.’s written policies, are properly recorded, reflect reasonable investment and payments for goods and services, further the exempt purpose of Florida’s Children First, Inc. and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
VIII. Use of Outside Experts: When conducting periodic reviews or as needed for investigative purposes, Florida’s Children First, Inc., may, but need not, use outside advisors and/or experts. If the outside experts are used, their use shall not relieve the Board of Directors of Committee of its responsibility for ensuring that periodic reviews are conducted.
