Conflict of Interest and Related Party Transactions
Fairness in decision making is more likely to occur in an impartial environment. This impartial environment is protected by avoiding or effectively managing conflicts of interest.
The potential for a conflict of interest arises in situations in which a person is responsible for promoting the interest of Cho-Yeh at the same time he or she is involved in a competing personal interest. While some laws regulating nonprofits may limit the concern to “material financial interests,” an organization’s reputation with donors and other constituencies may be injured by personal or relational interests, and even the appearance of a conflicted decision.
To protect the impartial decision making and reputation of both Cho-Yeh and those involved, transactions with related parties where a potential conflict of interest exists or may appear to exist must be carefully handled. Such transactions should be disclosed to the Governance Committee and evaluated to ensure they are made on a sound economic basis and in the best interest of Cho-Yeh.
An individual Board member and/or full-time employee who believes that he or she or a member of his or her immediate family might have a real or perceived conflict of interest, in addition to filing a notice of disclosure, must abstain from
(1) participating in discussions or deliberations with respect to the subject of the conflict (other than to present factual information or to answer questions),
(2) using his or her personal influence to affect deliberations,
(3) making motions,
(5) executing agreements, or
(6) taking similar actions on behalf of Cho-Yeh where the conflict of interest might pertain by law, agreement, or otherwise.
At the discretion of the Governance Committee, a person with a real or perceived conflict of interest may be excused from all or any portion of discussion or deliberations with respect to the subject of the conflict.
A member of the Board, who, having disclosed a conflict of interest, nevertheless shall be counted in determining the existence of a quorum at any meeting in which the subject of the conflict is discussed. The minutes of the meeting shall reflect the individual’s disclosure, the vote thereon, and the individual’s abstention from participation and voting.
The President and Board Chair shall ensure that all officers, agents, employees, independent contractors and vendors of Cho-Yeh are made aware of the organization’s position with respect to conflicts of interest.