Conflict of Interest Policy Adopted by Sahana Software Foundation December 2011 Director's Meeting on 5 December 2011.
Article I: Purpose
The purpose of the conflict of interest policy is to protect the Sahana Software Foundation's (the “Foundation”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director, Officer or employee of the Foundation, or any member of one of the Foundation's Executive or Project Management Committees who is not otherwise a Director, Officer or employee of the Foundation, or might result in a possible excess benefit transaction. 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.
Article II: Definitions
1. Interested Person: Any Director, Officer, employee or member of a committee with governing board delegated powers (Executive or Project Management Committees), who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, 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.
Article III: Procedures
1. 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 directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Recusal of Self: Any Director, Officer, employee or member of a committee with governing board delegated powers may recuse himself or herself at any time from involvement in any decision or discussion in which the person believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.
3. 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.
4. Procedures for Addressing the Conflict of Interest
5. Violations of the Conflicts of Interest Policy
Article IV: Records of Proceedings
Minutes of the governing board and all committees with board delegated powers shall contain:
Such minutes shall be sent to the Foundation’s Executive Committee for Financial Oversight email@example.com.
Article V: Compensation
Article VI: Annual Statements
1. Each Director, Officer, employee and member of a committee with governing board delegated powers shall annually sign a statement or complete the electronic form located at http://bit.ly/ssf-coi-form which affirms such person:
2. If at any time during the year the information in the annual statement changes materially, the person shall disclose such changes and revise the annual disclosure form.
3. Statements are due by the commencement of the Annual Meeting for the next year or within 30 days of appointment if said appointment occurs between Annual Meetings. If a person does not complete a statement, after 3 requests, that person’s voting privileges as a Director, Officer, employee or member of a committee with board delegated powers shall be withheld until the statement is submitted and that person will not count as a member of any committee for purposes of achieving a quorum.
Article VII: Oversight
The Foundation’s Executive Committee for Financial Oversight shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements, meeting minutes, and taking such other actions as are necessary for effective oversight.
Article VIII: Annual Review
To ensure the Foundation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, an annual review shall be conducted by the Foundation’s Executive Committee for Financial Oversight. The annual reviews shall, at a minimum, include the following subjects:
This policy shall also be reviewed annually by the Foundation’s Executive Committee for Financial Oversight and proposed changes presented to the Board of Director's for consideration. Any changes to the policy shall be communicated to all Directors, Officers, employees and members of a committee with governing board delegated powers.
Article IX: Use of Outside Experts
When conducting the annual reviews as provided for in Article VIII, the Foundation may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.