Conflict of Interest (COI)
The purpose of this policy is to assist the College in identifying, disclosing, and resolving potential conflicts of interest.
The following statement of policy applies to:
- each member of the Board of Trustees (hereinafter referred to as “Board”), and
- all members of the President’s Administrative Council (PAC), Faculty, and Staff
Members of the Board, PAC, Faculty, and Staff serve the College and have a clear obligation to conduct all affairs of the College in an upright and honest manner. Each person should make necessary decisions using sound judgment and ethical considerations.
Responsibility for Disclosure
Members of the Board, PAC, Faculty, and Staff should be aware of the requirement under generally accepted accounting principles (“GAAP”) to disclose in the footnotes to the College’s annual, audited financial statements material “related party” transactions. It is the College’s policy to prepare its annual financial statements in accordance with GAAP.
Generally accepted accounting principles state, in part, that:
Financial statements shall include disclosure of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include:
- The nature of the relationship(s) involved;
- A description of the transaction, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of activities are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements;
- The dollar amounts of transactions for each of the periods for which statements of activities are presented and the effects of any change in the method of establishing the terms from that used in the preceding period;
- Amounts due from or to related parties as of the date of each statement of financial position presented and, if not otherwise apparent, the terms and manner of settlement.
In some cases, aggregation of similar transactions by type of related party may be appropriate. Sometimes, the effect of the relationship between the parties may be so pervasive that disclosure of the relationship alone will be sufficient. If necessary to the understanding of the relationship, the name of the related party should be disclosed.
Additionally, the IRS Federal Form 990 requires the College to disclose information about transactions with Members of the Board and Officers or other Key Employees. These disclosures relate to:
- The independence of voting members of the Members of the Board, Officers and Key Employees;
- Family and business relationships between Members of the Board, Officers, and Key Employees;
- Receipt of grants, scholarships, fellowships, internships, prizes, awards or other assistance by Members of the Board, Officers, and Key Employees.
Members of the Board, PAC, Faculty, and Staff agree to place the welfare of the College above personal interests, interests of family members, or others who may be personally involved in substantial affairs affecting the College’s basic functions.
Members of the Board, PAC, Faculty, and Staff shall disclose fully the precise nature of their interest or involvement when participating in any transaction for the College in which another party to the transaction includes:
- himself or herself;
- a member of the family (spouse, parents, brothers, sisters, children, and any other immediate relatives); or
- an organization with which the member of the Board, PAC, Faculty, or Staff, or his/her family, is affiliated.
Members of the Board, PAC, Faculty, and Staff shall disclose family relationships with other trustees or officers of the College.
Disclosure shall be made at the first knowledge of the conflict.
Members of the Board, PAC, Faculty, and Staff shall disclose all relationships and business affiliations which may now, or in the future, potentially conflict with the interests of the College or bring personal gain to them or their family or business. Disclosure must be made if any member of the Board, PAC, Faculty, or Staff or a member of his or her family or a business owned by any member of the Board, PAC, Faculty, or Staff or their relations:
- receives compensation or other payment from the College, other than reimbursement of expenses under an accountable plan, and for Faculty/Staff other than for their primary employment with the College;
- receives a grant, scholarship, fellowship, internship, prize, award or other assistance (including provision of goods, services, or use of facilities), regardless of amount (For Faculty and Staff amounts received as part of the individual’s primary employment with the College are excluded.);
- is an officer, director, trustee, partner, employee, or agent of an organization with which the College has business dealings;
- is either the actual or beneficial owner of more than one percent (1%) of the voting stock or controlling interest or an organization with which the College has business dealings;
- employs or is employed by another Member of the Board, PAC, Faculty, or Staff in which the other party owns more than 35% of the business;
- acts with another Member of the Board, PAC, Faculty, or Staff, as director, trustee, officer or owner of greater than 10% each, in the same business or investment entity;
- has any other direct or indirect dealings with an individual or organization doing business with the College from which he or she is materially benefited (i.e., through the receipt directly or indirectly of cash, gifts, or other property).
All disclosures required by staff and PAC will be handled by the Vice President of Finance and Administration; all disclosures required by Faculty will be handled by the Provost; and all disclosures of conflicts and potential conflicts, including disclosures by Members of the Board, shall be referred to the Chair of the Audit Committee. Information disclosed to the Chair of the Audit Committee, Provost or the Vice President of Finance and Administration will be held in confidence, except when the College’s best interests would be served by bringing the information to the attention of the Executive Committee of the Board and/or the officers of the College.
Restraint on Participation
Members of the Board, PAC, Faculty, and Staff who have a conflict of interest in any matter shall refrain from participating in the consideration of the proposed transaction. The person or persons involved will not vote on such matters.
Determination of Possible Conflict of Interst
Any individual who is uncertain about a conflict of interest in any matter shall disclose such possible conflict to the appropriate individual as noted above.
Each person covered by this policy will complete and update a copy of the College’s Disclosure Letter annually.
If a potential conflict of interest arises subsequent to the submission of the annual Disclosure Letter, the persons covered by this policy are responsible for advising of such occurrence as soon as possible but not later than thirty (30) days after the occurrence.
Failure to Disclose
Members of the Board and the President’s Administrative Council and other Key Employees (as defined by IRS regulations) who are requested to file this Conflict of Interest Statement should recognize that such filing is a requirement for continued affiliation or employment with the College, and, further, that failure to knowingly disclose a potential conflict of interest could result in disaffiliation or termination of employment.
Faculty or Staff who knowingly fail to disclose a potential conflict of interest will be subject to corrective action. Any sanction will be determined in accordance with faculty personnel policies as defined in the Faculty Handbook.
Adopted: October 22, 2009