CONFLICT OF INTEREST POLICY
Adopted June 7 2008
Article I
Purpose
The purpose of the conflict
of interest policy is to protect the CA Society of Professional Engineers
(CSPE) when it is contemplating entering into a transaction or arrangement that
might benefit the private interest of an officer or director of the CSPE board
members 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. This policy is intended to supplement but, not replace any other
policy that is already in place
by the organization.
Article II
Definitions
1. Interested
Person. Any director, principal
officer, or member of a committee with governing board delegated powers, 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:
a. An ownership or investment interest in any entity with which CSPE has
a transaction or arrangement,
b. A compensation
arrangement with CSPE or with any entity or individual with which CSPE has a
transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which CSPE is negotiating a transaction or
arrangement. 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. Such as 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. 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.
3. Procedures
for Addressing the Conflict of Interest:
a. An interested person may make a presentation at the governing board
or committee meeting, but after the presentation, he/she shall leave the
meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of interest.
b. The chairperson of the
governing board or committee shall, if appropriate, appoint a disinterested
person or committee to investigate alternatives to the proposed transaction or
arrangement.
c. After exercising due
diligence, the governing board or committee shall determine whether the
organization can obtain with reasonable efforts a more advantageous transaction
or arrangement form a person or entity that would not give rise to a conflict
of interest.
d. If a more advantageous
transaction or arrangement is not reasonably possible under circumstances not
producing a conflict of interest, the governing board or committee shall
determine by a majority vote of the disinterested directors whether the
transaction or arrangement is in CSPE best interest, for its own benefit, and
whether it is fair and reasonable. In conformity with the above determination
it shall make its decision as to whether to enter into the transaction or
arrangement.
e. In case a Conflict of
Interest is determined during the procedure the Ethics Committee will then be
responsible for conducting an investigation and/or making recommendations to
the board.
Board Member
Signature __________________________________________________
Date:
________________________________________
This policy
will be reviewed annually.