In order to assure proper corporate governance, to comply with applicable law, and to protect the interests of the Tucson Gem and Mineral Society (the “Society”), the Society hereby establishes this policy to regulate any conflict of interest that may arise as individuals in the Society make and implement Society policy and/or enter into transactions on behalf of the Society. This document will supplement but not supplant any applicable State or Federal laws governing conflicts of interest with respect to nonprofit and charitable organizations.
1. Interested Person: Any director, officer, committee member or employee 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, the person’s business or a member of the person’s family has, directly or indirectly, any of the following:
a. An ownership or investment interest in any entity with which the Society has or is contemplating having a transaction, or
b. A compensation arrangement or expectation with any entity with which the Society has or is contemplating having a transaction, or
c. A potential ownership or investment interest or compensation agreement with any entity with which the Society has or is contemplating having a transaction, or
d. An interest in the transaction that is of such financial significance to the director or a person or entity related to the director that the interest would reasonably be expected to exert an influence on the director’s judgment if the director were called to vote on the transaction.
3. Conflict of Interest: A Conflict of Interest (“Conflict”) occurs when an Interested Person is in a position to influence, make, or participate in making, directly or indirectly, any decision related to the entity in which the Interested Person has a Financial Interest. Any situation where the judgment of an Interested Person may be compromised as a result of his or her Financial Interest or where he or she may obtain a personal benefit of some kind is potentially a Conflict.
In connection with any actual or potential Conflict, an Interested Person must immediately disclose the facts giving rise to the actual or potential Conflict to the Society’s President or, if the President is the Interested Person, to the members of the Society’s Board of Directors. The President or the Board of Directors will make a determination as to whether or not a Conflict exists.
If the President or the Board determines that a Conflict exists, the Interested Party shall withdraw from any meeting of the Board, Committee or staff, as applicable, while discussion on the transaction or subject is taking place. However, nothing in this paragraph is intended to prevent the Board or Committee from calling the Interested Person into the meeting to answer any questions regarding the matter under discussion nor shall it release the Interested Person from his or her obligation to disclose such Conflict.
The President or designee shall, if appropriate, appoint a disinterested person to investigate alternatives to the transaction that gives rise to the Conflict and the Society shall determine whether the Society can obtain a transaction or arrangement that is more advantageous to the Society from a person or entity that would not give rise to a Conflict. If a more advantageous transaction or arrangement is not reasonably available, then the decision and/or vote, as applicable, regarding the transaction shall be made by the disinterested members of the Board or Committee or by a disinterested employee(s), as appropriate, and such decision shall be made in the best interest of the Society, for its own benefit, and on terms that are fair and reasonable. The Interested Person shall not participate in any way in the decision or vote on the matter under consideration.
A Disclosure Form will be distributed annually at the beginning of the Fiscal year to all individuals covered by this Policy to be completed and returned to the Board in a timely manner.
It is the responsibility of each person covered by this Policy to disclose any and all circumstances that might be perceived as a Conflict and to take responsibility to recuse him or herself from any decision regarding the matter that gives rise to the Conflict. This is an on-going duty, such that each person covered by this policy must make a new disclosure whenever a potential conflict arises.
Any person who has a reasonable belief that a violation of this Policy may have occurred must report that belief to the President or the Board. If the President or the Board has reason to believe that a person covered by this Policy has failed to disclose a Conflict or that a violation of this Policy has occurred, the President or the Board shall appoint a committee of Board members, or, if the violation involves a member or members of the Board, a committee of Society members who have belonged to the Society for at least eight years, to investigate the possible violation. The person or persons involved shall be given an opportunity to clarify and resolve the subject of concern. If after an appropriate investigation, the committee determines that a violation of this policy has occurred, the Board shall take appropriate disciplinary or corrective action in accordance with the Bylaws of the Society.
All interactions and transactions involved in the investigation, review and disciplinary process will be held in the strictest confidence.
This Policy shall be reviewed annually by the current Board of Directors.