Jehovah Saints Homeless Shelters

Conflict of Interest Policy

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ARTICLE I: PURPOSE

The purpose of this Conflict of Interest Policy is to protect the interests of Jehovah Saints Homeless Shelters (hereinafter referred to as the "Organization") when it is contemplating entering into a transaction or arrangement that might benefit the private interests of a board member, officer, or key employee. This policy is intended to ensure that all decisions made on behalf of the Organization are in its best interest and comply with applicable legal and ethical standards.

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ARTICLE II: DEFINITIONS

Conflict of Interest

• A conflict of interest arises when a person in a position of authority over the Organization (e.g., a board member, officer, or key employee) has a financial, personal, or professional interest that could interfere with their duty to act in the best interests of the Organization. Examples include, but are not limited to:

  • A financial interest in a business or entity that does business with the Organization.

  • A personal or familial relationship with an individual or entity that benefits from the Organization’s decisions.

  • Receipt of gifts, favors, or other benefits from individuals or entities that do business with the Organization.

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Interested Person

• Any board member, officer, or key employee of the Organization who has a direct or indirect financial interest, as defined below, is considered an "interested person."

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Financial Interest

• A person has a financial interest if they, or a member of their immediate family, have:

  • An ownership or investment interest in any entity that does business with the Organization.

  • A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement.

  • A potential ownership, investment interest, or compensation arrangement with any entity or individual with which the Organization is negotiating a transaction or arrangement.

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ARTICLE III: DUTY TO DISCLOSE

Disclosure Requirements

• Interested persons must disclose any actual, perceived, or potential conflicts of interest to the Board of Directors at the earliest possible time. Disclosure must include the nature of the financial or personal interest and any relevant facts.

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Annual Disclosure

• All board members, officers, and key employees are required to complete an Annual Disclosure Form (see Appendix) and update it promptly if any changes occur during the year.

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ARTICLE IV: PROCEDURES

• Determining Whether a Conflict of Interest Exists

  • After disclosure of a potential conflict of interest, the interested person shall leave the meeting while the Board discusses and votes on whether a conflict of interest exists.

  • The Board shall determine by majority vote whether the disclosed interest presents a conflict.

• Addressing the Conflict of Interest

  • If the Board determines that a conflict of interest exists, it shall take appropriate action, which may include:

    • Prohibiting the interested person from participating in discussions or decisions related to the matter.

    • Seeking alternative arrangements or transactions that do not involve the interested person.

    • Approving the transaction or arrangement only if:

      • It is in the best interest of the Organization.

      • It is fair and reasonable.

      • It complies with applicable laws and regulations.

• Recusal

  • The interested person shall not participate in any discussions, deliberations, or votes related to the matter giving rise to the conflict of interest.

• Documentation

  • The minutes of the meeting shall document:

    • The nature of the conflict of interest.

    • The Board’s decision regarding the conflict.

    • Any actions taken to address the conflict.

    • The names of those present during discussions and votes.

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ARTICLE V: VIOLATIONS OF THE POLICY

Failure to Disclose

• If the Board has reasonable cause to believe that an individual has failed to disclose a conflict of interest, it shall inform the individual and provide an opportunity for them to explain the alleged failure to disclose.

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Corrective Action

• If, after hearing the response and conducting further investigation, the Board determines that the individual intentionally failed to disclose a conflict of interest, it may take appropriate corrective action, including removal from their position.

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ARTICLE VI: COMPENSATION

Compensation Decisions

• A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to their compensation.

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Committee Membership

• No voting member of any committee whose jurisdiction includes compensation matters and who receives compensation from the Organization may participate in discussions or votes on their own compensation.

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ARTICLE VII: PERIODIC REVIEWS

To ensure the Organization operates in a manner consistent with its tax-exempt purpose and does not engage in activities that could jeopardize its tax-exempt status, the Board shall conduct periodic reviews. These reviews shall include:

• Whether compensation arrangements and benefits are reasonable and consistent with market standards.

• Whether partnerships, joint ventures, and arrangements with other organizations conform to the Organization’s mission and policies.

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ARTICLE VIII: USE OF OUTSIDE EXPERTS

When conducting reviews or addressing conflicts of interest, the Organization may, but is not required to, use outside experts. The use of outside experts does not relieve the Board of its responsibility to ensure that all decisions are made in the best interest of the Organization.

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CERTIFICATION

This Conflict of Interest Policy was adopted by the Board of Directors of Jehovah Saints Homeless Shelters on 12/11/2024.

Chairperson: Michael Hopkins
 

Secretary: Johnathan Hopkins
 

Date: 12/11/2024