Conflict of Interest Policy
This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to public authorities.
Conflicts of Interest: A conflict of interest is a situation in which the financial, familial, or personal interests of a director or employee come into actual or perceived conflict with their duties and responsibilities with CRG. Perceived conflicts of interest are situations where there is the appearance that a board member and/or employee can personally benefit from actions or decisions made in their official capacity, or where a board member or employee may be influenced to act in a manner that does not represent the best interests of CRG. The perception of a conflict may occur if circumstances would suggest to a reasonable person that a board member may have a conflict. The appearance of a conflict and an actual conflict should be treated in the same manner for the purposes of this Policy.
Board members and employees must conduct themselves at all times in a manner that avoids any appearance that they can be improperly or unduly influenced, that they could be affected by the position of or relationship with any other party, or that they are acting in violation of their public trust. While it is not possible to describe or anticipate all the circumstances that might involve a conflict of interest, a conflict of interest typically arises whenever a director or employee has or will have:
- A financial or personal interest in any person, firm, corporation or association which has or will have a transaction, agreement or any other arrangement in which CRG participates.
- The ability to use his or her position, confidential information or the assets of CRG, to his or her personal advantage.
- Solicited or accepted a gift of any amount under circumstances in which it could reasonably be inferred that the gift was intended to influence him/her, or could reasonably be expected to influence him/her, in the performance of his/her official duties or was intended as a reward for any action on his/her part.
- Any other circumstance that may or appear to make it difficult for the board member or employee to exercise independent judgment and properly exercise his or her official duties.
Outside Employment of Authority’s Employees: No employee may engage in outside employment if such employment interferes with his/her ability to properly exercise his or her official duties with CRG.
PROCEDURES
Duty to Disclose: All material facts related to the conflicts of interest (including the nature of the interest and information about the conflicting transaction) shall be disclosed in good faith and in writing to the Governance Committee and/or the Ethics Officer. Such written disclosure shall be made part of the official record of the proceedings of CRG and shall be done by the filing of the Conflict of Interest Disclosure Form, which is attached to this policy as Exhibit A. This form shall be filed by March 31st of every calendar year by each Director.
Determining Whether a Conflict of Interest Exists: The Governance Committee and/or Ethics Officer shall advise the individual who appears to have a conflict of interest how to proceed. The Governance Committee and/or Ethics Officer should seek guidance from counsel or New York State agencies, such as the Authorities Budget Office, State Inspector General or the Joint Commission on Public Ethics (JCOPE) when dealing with cases where they are unsure of what to do.
Recusal and Abstention: No board member or employee may participate in any decision or take any official action with respect to any matter requiring the exercise of discretion, including discussing the matter and voting, when he or she knows or has reason to know that the action could confer a direct or indirect financial or material benefit on himself or herself, a relative, or any organization in which he or she is deemed to have an interest. Board members and employees must recuse themselves from deliberations, votes, or internal discussion on matters relating to any organization, entity or individual where their impartiality in the deliberation or vote might be reasonably questioned, and are prohibited from attempting to influence other board members or employees in the deliberation and voting on the matter.
Records of Conflicts of Interest: The minutes of the authority’s meetings during which a perceived or actual conflict of interest is disclosed or discussed shall reflect the name of the interested person, the nature of the conflict, and a description of how the conflict was resolved.
Reporting of Violations: Board members and employees should promptly report any violations of this policy to his or her supervisor, to CRG’s ethics officer, general counsel, or human resources representative, in accordance with CRG’s Whistleblower Policy and Procedures.
Penalties: Any director or employee that fails to comply with this policy may be penalized in the manner provided for in law, rules or regulations.
Exhibit A
Conflict of Interest Disclosure Form
PLEASE CIRCLE ‘YES’ OR ‘NO’ AND ANSWER AS APPROPRIATED.
- Have you had a direct or indirect business relationship during the past fiscal year or current year with Fulton County Center for Regional Growth, INC. through ownership of more than 35% with any person who is a current or former officer, director, trustee or key employee of Fulton County Center for Regional Growth, INC.?
Yes (please describe below) No
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2. Do you have a family member who had a direct or indirect business relationship with Fulton County Center for Regional Growth, INC. during the past fiscal year or current year?
Yes (please describe below) No
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3. Did you serve as an officer, director, trustee, key employee, partner or member of an entity (or a shareholder of a professional corporation) that did business with Fulton County Center for Regional Growth, INC. during the past fiscal year, is currently or may be doing business in the current fiscal year?
Yes (please describe below) No
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According to the Conflict of Interest provisions in CRG’s Conflict of Interest Policy, please state any relevant disclosures that are not covered by the previous questions.:
Section 1. Definitions. A conflict of interest exists when a matter to be acted upon by the Board of Directors confers a direct, substantial benefit to any director, business or agency from which a director of the board derives an income or has authority in governance. For purposes of these By-Laws, service on the Board of Directors of, or affiliation with, any corporation, firm, association or other entity closely affiliated with Fulton County Center for Regional Growth, Inc., such as subsidiaries of the Corporation, shall not constitute a conflict of interest for members of the Board of Directors of this Corporation with respect to assessments, determinations or resolutions concerning any such Fulton County Center for Regional Growth, Inc.-affiliated entity.
Section 2. Abstention. A Director shall abstain from voting on any matter before the Board that places him/her in a conflict of interest.
Section 3. Procedures. The procedures outlined in Appendix B are to be followed in any matter concerning a potential or perceived conflict of interest. In addition and prior to voting on a matter where a potential conflict of interest exists for any Director, the Chair shall inquire whether any Director of the Board desires to abstain from voting because of a conflict of interest and any Director of the Board shall declare that he/she abstains from voting if a conflict of interest exists. Prior to voting on any matter, a Director of the Board may be requested by any other director of the board to abstain from voting because of a conflict of interest. If the challenged Director refuses to abstain from voting as requested, the Chair shall immediately call for a vote of the Directors to determine whether the challenged Director is in a conflict of interest and shall be required to abstain from voting on the matter before the Board, if a two-thirds (2/3) majority of the Directors present votes to require the abstention of the challenged Director, that Director shall not be permitted to vote.
4. Did you have during the past fiscal year, have currently or anticipate having conflicts as defined in the bylaws that have not been previously disclosed herein?
Yes (please describe below) No
The IRS Form 990 requires CORPORATION to publically disclose much of the information below.
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Board Member Name __________________________________
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Signature _____________________________________
Date ______________________
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