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Florida Bulldog’s board of directors also has approved a financial conflict of interest policy (below) regarding its directors, principal officers and other “interested persons.”
BROWARD BULLDOG, INC.
CONFLICTS OF INTEREST POLICY
I. Purpose
The purpose of the conflicts of interest policy is to protect the interest of Broward Bulldog, Inc. (the “Company”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Company. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. Accordingly, in addition to the requirements of Section 617.0832 of the Florida Not For Profit Corporation Act, the following shall be complied with.
II. Definitions
“Interested Person” means any director, principal officer, or member of a committee with board-delegated powers who has a direct or indirect Financial Interest, as defined below, is an Interested Person.
“Financial Interest” means 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 the Company has a transaction or arrangement, or
(b) a compensation arrangement with the Company or with any entity or individual with which the Company has a transaction or arrangement, or
(c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Company is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
A is not necessarily a conflict of interest. Under Article III, Section 2, a person with a Financial Interest has a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
“Other Interests” means that a director, principal officer, or member of a committee with board-delegated powers shall not be deemed to have a direct or indirect Financial Interest solely because that person is an officer, director, member or potential program beneficiary of a not-for-profit entity that is applying to the Company for a grant or other support.
III. Procedures
1. Duty to Disclose In connection with any actual or possible conflicts of interest, an Interested Person must disclose the existence and nature of his or her Financial Interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. To avoid any appearance of impropriety or favoritism on the part of the Company, a person having any other interest in an applicant entity as described in Article II, Section 3, must disclose the existence and nature of that interest before participating in any discussion of, or vote on, potential Company support for that applicant; but the existence of such an interest alone shall not prevent him or her from subsequently discussing or voting on Company actions relating to that applicant.
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 board or committee meeting while the Financial 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 board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
(b) The chairperson of the board or committee may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Company’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Company and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
4. Violations of the Conflicts of Interest Policy.
(a) If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
IV. Records of Proceedings
The minutes of the board and all committee with board-delegated powers shall contain:
(a) the names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial 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.
(b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
V. Compensation Committees
1. A voting member of the board of directors who receives compensation, directly or indirectly, from the Company for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Company for services is precluded from voting on matters pertaining to that member’s compensation.
3. Directors who receive compensation, directly or indirectly, from the Company, whether as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters. No director, either individually or collectively, is prohibited from providing information to any committee regarding employee or contractor compensation.
VI. Annual Statements
Each director, principal officer and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person:
(a) has received a copy of the conflicts of interest policy,
(b) has read and understands the policy,
(c) has agreed to comply with the policy, and
(d) understands that the Company is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
VII. Periodic Reviews
To ensure that the Company operates in a manner consistent with its charitable 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 be conducted by the board, and 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 partnership and joint venture arrangements and arrangements with other charities or for-profit providers of goods or services conform to written policies, are properly recorded, reflect reasonable payments, further the Company’s charitable purposes and do not result in inurement or impermissible private benefit.
(c) Whether agreements to provide grants, loans and other forms of support further the Company’s charitable purposes and do not result in inurement or impermissible private benefit.
VIII. Use of Outside Experts
In conducting the periodic reviews provided for in Article VII, the Company may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.
