Conflict of Interest Policy & Disclosure Statement

SECTION 1. PURPOSE:

Goodwill Industries of Northeast Indiana, Inc. is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of Goodwill as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public. Consequently, there exists between Goodwill and its board, officers, and management employees and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity.

The board, officers, and management employees have the responsibility of administering the affairs of Goodwill honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of Goodwill. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with Goodwill or knowledge gained there from for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.

SECTION 2. DEFINITIONS AND PERSONS CONCERNED

Conflict of Interest means a material conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust. Persons in a position of trust include not only directors and officers, but all employees who can influence the actions of Goodwill. For example, this would include all who make purchasing decisions, all persons who might be described as "management personnel," and anyone who has proprietary information concerning Goodwill.

SECTION 3. AREAS IN WHICH CONFLICT MAY ARISE

The areas of potential conflicting interest listed in Section 3 are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors, officers, and management employees will recognize such areas and relation by analogy. The fact that one of the interests described in Section 3 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of Goodwill.

SECTION 4. DISCLOSURE POLICY AND PROCEDURE

It is the policy of the board that the existence of any of the interests described in Section 3 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.

Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:

1. The conflicting interest is fully disclosed and made a matter of record, either through an annual procedure or when the interest concerns a matter of board action;

2. The person with the conflict of interest is excluded from the discussion and approval of such transaction (shall not vote or use her/his personal influence on the matter) and shall not be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made, the Board member’s abstention from voting and the resulting quorum situation;

3. A competitive bid or comparable valuation (when applicable) exists; and

4. The board has determined that the transaction is in the best interest of the organization.

Disclosure in the organization should be made to the chief executive officer (or if he/she is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the board. Disclosure involving directors should be made to the board chair, (or if she/he is the one with the conflict, then to the board vice-chair) who shall bring these matters to the board.

The board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to Goodwill. The Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect the organization’s best interests. The votes shall be by a majority vote without counting the vote of any interested director(s). The decision of the board on these matters will rest in their sole discretion and their concern must be the welfare of Goodwill and the advancement of its purpose.

SECTION 5. RELATED PRACTICES

1. Any board member who is formally considering employment with the organization must take a temporary leave of absence until the position is filled. Such a leave will be taken within the board member's elected term which will not be extended because of the leave. The leave of action shall be reflected in the official minutes of the organization.

2. An interested board member, officer, or staff member shall not participate in any discussion or debate of the board of directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present board or committee member.

3. Anyone in a position to make decisions about spending the organization’s resources (i.e., transactions such as purchases or contracts) – who also stands to benefit from that decision – has a duty to disclose that conflict as soon as it arises (or becomes apparent); she/he should not participate in any final decisions.

4. A copy of this policy shall be given to all board members, relevant staff members, or other key stakeholders upon commencement of such person's relationship with the organization or at the official adoption of stated policy. Each board member, officer and relevant staff member shall sign and date the policy at the beginning of her/his term of service or employment and each year thereafter. Failure to sign does not nullify the policy.

Home  -  Services  -  Donations  -  Shopping  -  Site Map  -  Contact Us

© 2010 Goodwill Industries of Northeast Indiana, Inc.

Internet Privacy Statement | Terms and Conditions | Accessibility Policy