Four Rivers Sportsman’s Club, Inc.
Conflict of Interest Policy
Article I – Purpose
The purpose of this Conflict of Interest Policy (this “Policy”) is to protect the interest of Four Rivers Sportsman’s Club, Inc. (the “Non-Profit”) by: (a) preventing the personal interest of each person serving on the board of directors of the Non-Profit (each, individually, a “Director” and collectively, the “Board”) from interfering with their duties to the Non-Profit and (b) avoiding any unethical financial, professional, or political gain on the part of the Board when the Non-Profit is contemplating entering into a transaction or arrangement that might benefit the private interest of any Director or might result in a possible excess benefit transaction. The intent of this Policy is to supplement, not replace, any applicable federal, state, or local laws regarding conflicts of interest.
Article II – Persons Concerned
This Policy applies to each Director who can influence the governance and actions of the Non- Profit, and, as may be determined by the Board, this Policy may also apply to each officer of the Non-Profit, mutatis mutandis.
Article III – Definitions
- Conflict of Interest
A “Conflict of Interest” arises in situations where, in the judgment of the Board:
(a) The outside interests or activities (such as a Financial Interest) of a Director interfere or compete with the Non-Profit's interests;
(b) The stake of a Director in a transaction or arrangement is such that it reduces the likelihood that such Director’s influence can be exercised impartially in the best interests of the Non-Profit;
(c) A Director has divided loyalties; or
(d) An Excess Benefit Transaction (as defined herein) would occur.
2. Excess Benefit Transaction
An “Excess Benefit Transaction” means any transaction in which an economic benefit is provided by the Non-Profit, directly or indirectly, to or for the use of a Director and the value of the economic benefit provided by the Non-Profit exceeds the value of the consideration (including the performance of services) received by the Non-Profit.
3. Fiduciary Responsibility
A Director having a fiduciary responsibility is not necessarily a Conflict of Interest. A Director having a fiduciary responsibility may have a Conflict of Interest only if the Board or appropriate committee of the Board decides that a Conflict of Interest exists.
4. Financial Interest
A Director has a “Financial Interest” if the Director has, directly or indirectly, through business, investment or family (which are a spouse, parent, child, spouse of a child, brother, sister, or spouse of a brother or sister):
(a) an ownership or investment interest in any entity with which the Non-Profit has a transaction or arrangement (including but not limited to grants);
(b) a compensation arrangement with the Non-Profit or with any entity or individual with which the Non-Profit has a transaction or arrangement (including but not limited to grants);
(c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Non-Profit is negotiating a transaction or arrangement (including but not limited to grants); or
(d) other than an arm’s-length relationship with prospective or actual grantees relative to the design of specific projects, preparation of specific proposals and review and oversight of funded projects and other Non-Profit-related activities.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. Gifts and favors include any gratuitous service, loan, discount, money or article of value, but do not include loans from financial institutions on customary terms, articles of nominal value ordinarily used for sales promotion, ordinary “business lunches” or reasonable entertainment consistent with local social or business customs.
A Financial Interest is not necessarily a Conflict of Interest. A Director who has a Financial Interest may have a Conflict of Interest only if the Board or appropriate committee of the Board decides that a Conflict of Interest exists.
Article IV – Procedures
1. Duty to Disclose
Each Director is under an obligation to disclose to the Board the existence or potential existence of a Conflict of Interest and all material facts related thereto as it arises.
2. Investigating Conflicts
When a potential Conflict of Interest is disclosed to, or otherwise discovered by, the Board, the disinterested Directors of the Board (the “Disinterested Directors”) will then provide the applicable Director with an opportunity to disclose all material facts relevant to the potential Conflict of Interest. The Disinterested Directors will collect all pertinent information and question the involved parties as the Disinterested Directors deem reasonably necessary to determine whether an actual Conflict of Interest does or may exist. If it turns out that a Conflict of Interest does not exist or would not exist, as determined by a majority of the Disinterested Directors, the inquiry will be documented, but no further action will be taken. If it turns out that a Conflict of Interest exists (or may exist if the underlying transaction or relationship proceeds), as determined by a majority of the Disinterested
Directors, such Conflict of Interest shall be addressed in accordance with the terms of Section 3 of this Article IV.
3. Addressing a Conflict of Interest
If the Board determines that a Conflict of Interest exists (or may exist) in accordance with the terms of Section 2 of this Article IV, the Disinterested Directors will take the appropriate action, if any, to address the Conflict of Interest (or potential Conflict of Interest). This may include (but is not necessarily limited to): (a) prohibiting the applicable Director from voting on any matter related to said Conflict of Interest (or potential Conflict of Interest), (b) holding discussions and/or a vote of the Disinterested Directors absent the applicable Director with respect to whether to proceed with a transaction or relationship where a Conflict of Interest may exist, or (c) in the event the applicable Director was unforthcoming in disclosing information to the Board in relation with a Conflict of Interest, removing such Director from his or her position(s) with the Non-Profit.
In furtherance of the foregoing and specifically in the event where a Director properly discloses a potential Conflict of Interest in connection with a potential transaction or relationship between the Non-Profit on one hand and such Director on the other, the Non-Profit may proceed with such transaction or relationship if a majority of the Disinterested Directors determine that the terms of such transaction or relationship are fair and reasonable to the Non-Profit. Notwithstanding anything herein to the contrary, in the event that such a transaction or relationship is approved in accordance with the terms of the preceding sentence, such a Director shall face no disciplinary action under this Policy in connection with such transaction or relationship.
Affected parties both within and outside of the Non-Profit will be notified, as appropriate, if the Conflict of Interest in question involves a Director.
4. Disciplinary Action
All Conflicts of Interest will be reviewed on a case-by-case basis. The Board has full discretion to deem what disciplinary action is appropriate and necessary for disclosed Conflicts of Interest.
If the Board reasonably believes that a Director failed to disclose an existing or possible Conflict of Interest, it shall inform the Director of the rationale for such belief and grant such Director an opportunity to explain the alleged failure to disclose the Conflict of Interest.
After hearing such Director’s response and investigating further as warranted by the circumstances, the Board may take appropriate disciplinary action, if any, including removal from the position at the Non-Profit.
5. Confidentiality
The Non-Profit shall maintain the confidentiality of any disclosures made in connection with this Policy. Each Director, officer, employee, and volunteer shall not use, publish, or disclose confidential information acquired in connection with the disclosures of actual, potential, or perceived Conflicts of Interest during or subsequent to his or her employment, participation as a volunteer, or participation on the Board.
6. Records of Proceedings
The minutes of the Board and all committees with Board-delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a Financial Interest, fiduciary responsibility, or other interest in connection with an actual or possible Conflict of Interest, the nature of the Financial Interest, fiduciary responsibility, or other interest, any action taken to determine whether a Conflict of Interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed; and
(b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the names of the persons who recused themselves from such discussion and votes, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
7. Periodic Reviews
To ensure that the Non-Profit operates in a manner consistent with its purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining;
(b) Whether any grants are made to disqualified persons, or otherwise result in an Excess Benefit Transaction; and
(c) Whether arrangements with other organizations conform to the Non-Profit’s applicable written policies, are properly recorded, reflect reasonable payments for goods and services, if any, further the Non-Profit’s charitable purposes and do not result in inurement or impermissible private benefit.
8. Notice of Annual Statements
Every Director must sign a Conflict of Interest Disclosure Statement, a form of which is attached hereto as Exhibit A, upon said Director’s term of office with the Non-Profit. Failure by a Director to sign the Conflict of Interest Disclosure Statement shall not in any way nullify the applicability of this Policy to such Director.