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CONFLICT OF INTEREST POLICY

The directors, officers, committee members, staff, volunteers, and any other duly assigned representatives of the Bloom Syndrome Association, Inc. (the “Association”), while acting on behalf of the Association, must avoid conflicts of interest, as well as the appearance of conflicts of interest. All actions by directors, officers, and other individuals with the ability to influence the financial affairs of the Association (as insiders) must be based solely on the best interests of the Association, in accordance with applicable state and federal laws and regulations. Actions must not be influenced by personal considerations.

A conflict of interest occurs whenever an individual has a direct or indirect interest, financial or otherwise, in the outcome of any transaction or matter involving the Association. A conflict of interest also occurs whenever anindividual has a relationship with other parties to the transaction or matter such that the relationship might reasonably be expected to affect the judgment of the individual in the particular transaction or matter in a manner adverse to the Association.

If an individual has a conflict of interest or potential conflict of interest in connection with any Association transaction or matter, he or she must immediately notify the Executive Director or Chair of the Board, or other appropriate Association representative, and disclose all the material facts concerning the actual or potential conflict of interest and his or her relationship to the transaction or matter at issue.

If a conflict of interest arises in connection with the activities of any deliberative body (e.g., Board of Directors), the individual with the conflict must immediately disclose in writing the conflict to the other members of the body and the individual must not participate in the deliberation, consideration, or vote on the transaction or matter at issue. A notation must be made in the minutes of any meeting at which deliberation, consideration, or vote on the transaction or matter at issue is undertaken indicating that the individual with a conflict or potential conflict of interest was excused from the meeting during the time that consideration of the transaction or matter was undertaken, took no part in any discussion pertaining to the transaction or matter, other than to answer any questions of the Board, and refrained from voting on the transaction or matter.

The Association has instituted a disclosure policy under which all of the individuals in each of the following categories are required upon entering the duties of his or her office and thenceforth on an annual basis to sign a Mandatory Disclosure Statement (sample attached) and submit it to the Executive Director, Chair, or other appropriate Association representative.

  1. Board of Directors
  2. Officers
  3. Senior staff, as designated by the Executive Director or Board of Directors
  4. Other specific appointees, as designated by the Executive Director or Board of Directors
  5. Committee, task force, and ad hoc group members serving the interests of the Association

The Executive Director’s office shall be responsible for enforcing the Mandatory Disclosure Policy and shall maintain and annually update a file of Mandatory Disclosure Statements signed by each individual in the above-named categories.

In all cases in which the Board of Directors considers a transaction or matter in which an insider has a perceived or actual conflict of interest, the Board of Directors shall obtain and rely upon appropriate data as to comparability (e.g., compensation levels paid by similarly situated organizations; or quotes or bids from at least three vendors that performthe same or similar services as those being proposed by the insider or the organization in which the insider has an interest.)

In all cases in which the Board of Directors considers a transaction or matter in which an insider has a perceived or actual conflict of interest, the Board of Directors shall adequately document the basis for its determination (e.g.,evaluation of the individual whose compensation is being determined and the basis for determining that the individual’s compensation was reasonably based on comparability data; or evaluation of the services being proposed and documentation that the selection of a particular vendor was made based on objective factors).

Where any transaction or aggregation of transactions with the Association involving a direct or indirect financial interest of a Board member, officer, or staff member or immediate family member thereof, exceeds five hundred dollars ($500) in value in a fiscal year, such transaction(s) shall be prohibited unless it is in the best interest of the Association and unless all of the following conditions are met:

  1. Notice and full and fair disclosure of the material facts of the transaction has been given to the Board.
  2. The Board has had an opportunity for full discussion regarding the transaction without the participation, voting, or presence of the Board member(s), officer(s), or staff member(s) that would directly or indirectly benefit from the transaction, and without the participation, voting, or presence of any Board member(s), officer(s), or staff member(s) that have directly or indirectly benefitted from a pecuniary benefit transaction with the Association in the same fiscal year, except as the Board may require to answer questions regarding the transaction.
  3. The transaction involves goods or services that the Association purchases or benefits from in the ordinary course of business of the Association.
  4. The transaction is for the actual or reasonable value of the goods or services, or for a discounted value.
  5. The transaction is fair to the Association.
  6. The transaction receives at least a two-thirds vote of the disinterested Board members approving thetransaction, which vote shall also equal or exceed any quorum requirements specified under the Bylaws.
  7. The minutes of the meeting reflect that a disclosure was made; and that the above-listed conditions were met. A record of the action on the matter shall be made and recorded in the minutes of the Board.

Where the transaction or aggregation of transactions with the same Board member(s), officer(s), or staff member(s)involved within one fiscal year is in the amount of five thousand dollars ($5,000) or more, the Association shall comply with all seven requirements outlined above and also publish a legal notice thereof in a newspaper of general circulation in the community in which the Association’s principal New Hampshire office is located, or throughout the state, as applicable, and gives written notice to the director of charitable trusts prior to consummation of the transaction. At a minimum, such notice shall state that it is given in compliance with NH RSA 7:19-a and shall include the name of the Association, the name of any Director, Officer, or staff member receiving the financial interest from the transaction, the nature of the transaction, and the specific dollar amount of the transaction.

The Association shall maintain a list disclosing each and every transaction described above or other conflict of interest, including the names of those to whom the benefit accrued and the amount of the benefit, and will keep such list available for inspection by members of the Board and contributors to the Association. The list shall also be reported to the Director of Charitable Trusts each year as part of the Corporation’s annual report required under N.H. RSA 7:28.

Every Director, Officer, staff member, or member of the immediate family thereof, who engages in a transaction with the Corporation as described above shall provide copies of all contracts, payment records, vouchers, other financial records or other financial documents at the request of the director of charitable trusts in accordance with NH RSA 7:24. All documents so provided may be disclosed to the public for inspection and copying, subject to applicable confidentiality laws.

The above-restricted transactions shall not include the following:

  1. Reasonable compensation for services of employees of the Association, and expenses incurred in connection with the official duties of a Director, Officer, or staff member; or
  2. A benefit provided to a Director, Officer, staff member, or member of the immediate family thereof if: (a) the benefits are provided or paid as part of programs, benefits, or payment so members of the general public; and (b) the Association has adopted written eligibility criteria for such benefit in accordance with its Bylaws or applicable laws; and (c) the Director, Officer, staff, or family member thereof meets all of the eligibility criteria for receiving such benefit.

Moreover, the Board will comply with all provisions of New Hampshire Revised Statutes Annotated, Chapter 292, Section 6-a: Board of Directors of Charitable Nonprofit Corporations and Chapter 7, Section 19-a: Regulation of Certain Transactions Involving Directors, Officers, and Trustees of Charitable Trusts and all such laws are incorporated in full into and made a part of this policy statement. These requirements include, but are not limited to, absolute prohibition on any loans to any director, officer, or staff member of the Association, and prohibition of any saleor lease (for a term greater than five years) of conveyance of real estate from an officer, director, or staff member without the prior approval of the probate court. These requirements extend to both direct and indirect financial interests, as defined by the attached statutes. In the event of any conflict between this policy and NH law, NH law shall control.