Objective of Conflict of Interest Policy
The Northern California Nevada Conference and all of its related entities are committed to the highest possible legal, ethical, and moral standards of conduct. Officers and key employees of the Conference and any Conference-related entity, as well as members of the Conference Council and all committees have duties of care under legal, ecclesial, and sector best practices to act at all times in the best interests of the Conference. This Conflict of Interest Policy (“Policy”) defines the term “conflict of interest” and provides a process for identifying and disclosing conflicts of interest, and minimizing the impact of conflicts on the Conference. This Policy is intended to supplement but not replace any federal and state laws governing conflicts of interest that are applicable to the Conference.
Scope of the Policy
This Policy applies to all Conference officers and key employees, as well as to members of the Conference Council and all committees. Key employees are employees who exercise substantial influence or control in their positions, which include (but are not limited to) all Conference ministerial staff and program staff. Depending on the position, role, and responsibilities, the Conference Council and/or the Conference Minister(s) may designate any additional position as covered under this Policy. Collectively, the individuals to whom this Policy applies are referred to as “Covered Persons.” It is the responsibility of all Covered Persons to comply with the policy and report any violations or suspected violations of the Policy.
Definition of Conflict of Interest
A “conflict of interest” is any transaction or relationship that may compromise the ability of a Covered Person to make unbiased and impartial decisions on behalf of the Conference. These transactions or relationships may include, but are not limited to:
- family relationships
- business transactions
- professional activities
- personal affiliations
A Covered Person may not take personal advantage of a business opportunity that is offered to the Conference unless the Conference Council first determines not to pursue the opportunity.
A Covered Person must protect the confidential information of the Conference and must not use such confidential information for his or her personal benefit, for the benefit of a related organization (an organization in which a Covered Person serves in a leadership, employment, or ownership capacity), or to the detriment of the Conference. Confidential information is information obtained through the Covered Person’s position with the Conference that has not become public information.
Identification of Conflicts of Interest
All Covered Persons must submit an annual Statement of Disclosure detailing any facts or circumstances that might constitute a conflict of interest. All Covered Persons must submit an amended Statement of Disclosure within 30 days of a change or addition to the information provided in the annual Statement of Disclosure, or prior to any deliberation or vote on a matter involving the potential conflict of interest, whichever occurs first.
The Committee on Recruitment of Conference Leaders (CRCL) will receive each Statement of Disclosure for any set of facts or circumstances that may indicate an actual or potential conflict of interest, and forward such Statement to the Conference Minister and President of Conference Council (when member of Conference Council) for their interpretation and review. When evaluating a particular set of facts or circumstances, the Conference Minister and President of Conference Council may consider, in addition to the information on the Statement of Disclosure, the following non-exhaustive list of factors that may indicate a conflict of interest:
- Solicitation or acceptance of gifts or other items of value that may create an appearance of expectation of special treatment in Conference matters;
- Any incident or abuse or misuse of a leadership position for personal or third-party gain or benefit;
- Failure to provide any information requested by Conference officers;
- Situations in which a Covered Person may be divided between personal interests or the interests of another organization and the best interests of the Conference;
- Business, professional, or other activities that would materially and adversely affect the Conference, either directly or indirectly.
In making their determination, the Conference Minister and President of Conference Council may seek the guidance of Conference or denominational legal counsel, including the Office of General Counsel of the United Church of Christ. They may also request additional information from any Covered Person at any time in connection with a review of a Statement of Disclosure.
Resolution of Conflicts of Interest
If the Conference Minister and President of Conference Council identify an actual or potential conflict of interest, they may recommend one of the following actions to resolve the conflict:
- Waive the conflict of interest as unlikely to affect the Covered Person’s ability to act in the best interests of the Conference;
- Determine that the Covered Person should be recused from all information, deliberation, and decision-making related to the particular transaction or relationship that gives rise to the conflict of interest. This course of action should apply when the transaction or relationship presents a conflict of interest that is limited to a particular activity; or
- Determine that the Covered Person must resign from her, his, or their service to the Conference. This course of action should apply when the conflict of interest is so pervasive that the Covered Person would likely seldom, if ever, be able to act solely in the best interests of the Conference.
The Conference Minister and President of Conference Council must report to Conference Council in Executive Session on all conflicts of interest identified each year and the actions taken to resolve such conflicts. This reporting should be in the first scheduled meeting of the leadership year (i.e. July). An additional report should be made whenever there is a relevant update.
Business Transactions with the Conference
A conflict of interest arises any time a Covered Person or a Covered Person’s family member seeks to enter into a business relationship with the Conference. A Conflict of interest also arises when an organization in which a Covered Person serves in a leadership, employment, or ownership capacity (“related organization”) seeks to enter into a business relationship with the Conference.
A conflict of interest does not necessarily preclude business relationships with the Conference. The following procedure is designed to resolve conflicts of interest whenever a Covered Person, or a Covered Person’s family member(s) or related organization, seeks to provide goods or services to the Conference as a paid vendor, or applies to receive a grant or contract from the Conference:
- The Covered Person must promptly disclose the intent to enter into a business relationship with the Conference to the Conference Minister and President of Conference Council.
- The Covered Person must recuse herself, himself, or theirself from all information, deliberation, and voting related to the contemplated business relationship.
- The Council shall appoint a disinterested person or committee to investigate alternatives to the proposed existing transaction or arrangement, using reasonable diligence.
- The Council must determine, without the presence or participation of the Covered Person, that the transaction is fair and in the best interests of the Conference.
- If the business relationship is approved, the Covered Person may not participate in any process by which she, he, or they, or her, his, or their family member(s) or related organization, is evaluated.
- The minutes of the Council meeting considering the transaction shall reflect, at a minimum:
- The name of the Covered Person and her, his, or their interest in the proposed business relationship;
- The extent of the Covered Person’s participation in the meeting;
- Any determination as to whether the proposed business relationship was fair and in the best interests of the Conference and the specific reasons for such a determination;
- Whether any alternatives to the proposed business relationship were considered;
- The names of the persons present for discussions and votes relating to the proposed business relationship; and
- A record of any votes taken in connection with the proposed business relationship.
Violations of the Policy
Any Covered Person who violates this policy is subject to corrective action, up to and including termination of employment or removal from any volunteer leadership position with the Conference.