Events Calendar
Section Widget
-Please note that the original was expanded/replaced with this current version after discussions with the membership.
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The Board of Directors and Officers have reviewed and support these proposed changes. The Angelfish Society members will be asked to vote on each proposal at our regularly scheduled meeting on or after the 60-day public notice period has ended. Voting is expected to occur Thursday, June, 16th 2015.
It is in the best interest of The Angelfish Society, hereinafter known as TAS, to be aware of and properly manage all conflicts of interest and appearances of a conflict of interest. This conflict of interest policy is designed to help directors, officers, trustees, members, employees and volunteers of TAS identify situations that present potential conflicts of interest and to provide TAS with a procedure to appropriately manage conflicts in accordance with legal requirements and the goals of accountability and transparency in TAS’s operations and to bring us into compliance with the New York Nonprofit revitalization act of 2013. Proposed amendment to the By-Laws Article IV Directors and Officers.
Add a section 6 – Conflict of Interest
1. Conflict of Interest Defined.
In this policy, a person with a conflict of interest is referred to as an “interested person.” For purposes of this policy, the following circumstances shall be deemed to create a Conflict of Interest:
a. A director, trustee,officer, member, employee or volunteer, including a board member (or family member of any of the foregoing) is a party to a contract, or involved in a transaction with TAS for goods or services.
b. A director, trustee, officer, member, employee or volunteer, (or a family member of any of the foregoing) has a material financial interest in a transaction between TAS and an entity in which the director, officer, member, employee or volunteer, (or a family member of the foregoing) is a director, officer, member, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, or other legal representative.
c. A director, trustee,officer, member, employee or volunteer, (or a family member of the foregoing) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with TAS.
Gifts, Gratuities and Entertainment. Accepting gifts, entertainment or other favors from individuals or entities can also result in a conflict or duality of interest when the party providing the gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence or possibly would influence the interested person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of TAS.
2. Definitions.
a. A "Conflict of Interest" is any circumstance described in Part 1 of this Policy.
b. An "Interested Person" is any person serving as an officer, trustee, member, employee or member of the Board of Directors of TAS or a major donor to TAS or anyone else who is in a position of control over TAS who has a personal interest that is in conflict with the interests of TAS.
c. A "Family Member" is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of an interested person.
d. A "Material Financial Interest" in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect an Interested Person’s or Family Member's judgment with respect to transactions to which the entity is a party.
e. A "Contract or Transaction" is any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any other type of financial relationship, or the exercise of control over another organization. The making of a gift to TAS is not a Contract or Transaction.
3. Procedures.
a. Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a director, officer or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the board meeting as a guest for purposes of disclosure.
b. A director, officer or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
c. A person who has a Conflict of Interest shall not participate in or be permitted to hear the boards or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
d. A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the Board of Directors of TAS has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the Board of Directors.
e. Interested Persons who are not members of the Board of Directors of TAS, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to their supervisor, or the Chair or the Chair's designee any Conflict of Interest that such Interested Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Interested Person. The Interested Person shall refrain from any action that may affect TAS’s participation in such Contract or Transaction.
In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor or the Chair or the Chair's designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy.
4. Confidentiality.
Each director, trustee, officer, member, employee and volunteer shall exercise care not to disclose confidential information acquired in connection with disclosures of conflicts of interest or potential conflicts, which might be adverse to the interests of TAS. Furthermore, directors, trustee, officers, members, employees and volunteers shall not disclose or use information relating to the business of TAS for their personal profit or advantage or the personal profit or advantage of their Family Member(s).
5. Review of policy.
a. Each director, officer, member, employee and volunteer shall be provided with and asked to review a copy of this Policy and to acknowledge in writing that he or she has done so.
b. Prior to the initial election or re-election, of any director or officer, and annually thereafter, such director or officer shall complete, sign and submit to the secretary of the corporation a written statement identifying, to the best of the individual’s knowledge, any entity of which said individual is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the corporation has a relationship, and any transaction in which the corporation has a relationship, and any transaction in which the corporation is a participant and in which the individual might have a conflicting interest. This requirement will be addresses annually and a written statement shall be resubmitted.
c. Annually each director, officer, member, employee and volunteer shall complete a disclosure form identifying any relationships, positions or circumstances in which s/he is involved that he or she believes could contribute to a Conflict of Interest. Such relationships, positions or circumstances might include service as a director of or consultant to another nonprofit organization, or ownership of a business that might provide goods or services to TAS. Any such information regarding the business interests of a director, officer, member, employee or volunteer, or a Family Member thereof, shall be treated as confidential and shall generally be made available only to the Board of Directors, Committee Chair, the Executive Director, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
d. This Policy on Conflicts of Interest shall be reviewed annually by each member of the Board of Directors. Any changes to the policy shall be communicated to all members of the organization.
Amendment #1
Article IV Directors & Officers
d. Treasurer – The committee proposes to add the following language to the description of the treasurer’s duties.
The Treasurer shall file the necessary Angelfish society tax return each year as required by the New York statutes for 501-C3 entities.
Amendment #2
Article XIII
II) Electronic Communications
Electronic communications including email and fax transmissions shall be considered as valid methods of communications to all Board members, committee members and general members for TAS business. This shall include meeting notifications, meeting notes, voting, notice of vote results and other Society business matters.
III) The TAS Board Treasurer shall submit an annual financial statement to the Board and file an unaudited tax report to the IRS as required by law.
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