The purpose of this procedure is to outline a plan in an event that a conflict of interest or commitment occurs. 

Scope

This is an institution-wide procedure, affecting trustees, staff, and students of the University. 

Referenced Laws, Regulations, and/or Policies 

This is the University procedure to comply with the University’s ‘Conflict of Interest and Conflict of Commitment’ policy. 

Procedures

Duty to Disclose 

In the event of an actual or potential conflict of interest, the Interested Person must disclose the existence of his or her financial interest to the Board of Trusteesor the Executive Committee and shall disclose all material facts relating to such financial interest and the proposed transaction or arrangement. 

Determining Whether a Conflict of Interest Exists and Procedures for Addressing the Conflict of Interest 

a. An Interested Person may make a presentation at the Board or Executive Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 

b. The chairperson of the Board or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 

c. After exercising due diligence, the Board or Executive Committee shall determine whether the University can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Executive Committee shall determine by a majority vote of the disinterested Trustees whether the transaction or arrangement is in the University’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 

Violations of the Conflicts of Interest Policy 

a. If the Board or Executive Committee has reasonable cause to believe an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform such Interested Person of the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose. 

b. If, after hearing such a person's response and after making further investigation as warranted by the circumstances, the Board or Executive Committee determines such person has failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action. 

Records of Proceedings 

The minutes of the Board and Executive Committee shall contain:  

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or Executive Committee’s decision as to whether a conflict of interest in fact existed. 

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 

Compensation 

a. A Director who receives compensation, directly or indirectly, from the University for services is precluded from voting on matters pertaining to that Director’s compensation. 

b. A Director and member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the University for services is precluded from voting on matters pertaining to that Director’s compensation. 

c. No Director and member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the University, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 

Co-Investment Interest 

Each Interested Person also shall disclose whether he or she, or one of his or her relatives, has personal funds invested with an investment manager providing, or expected to provide, investment management services to the University or in a professionally managed investment fund in which the University is invested or is considering investing (a “co-investment interest”). For the purposes of this Conflict of Interest Policy, a “professionally managed investment fund” shall not include mutual funds or other similar investment vehicles generally available to the investing public on essentially the same terms. Such co-investment interest shall be disclosed in writing to the Board or the Executive Committee. Such disclosure shall include all materials facts, including, but not limited to, fee arrangements and any preferential treatment received by the Interested Person, or one of his or her relatives, and not available to other investors, necessary to determine whether such co-investment interest may provide a benefit to the Interested Person, or one of his or her relatives. The Board or the Executive Committee shall determine what, if any, corrective action is required with respect to the co-investment interest, including, but not limited to, terminating the investment relationship or seeking an adjustment in fee structure. 

Annual Disclosure Statements 

Any duality of interest or possible conflict of interest on the part of any director shall be disclosed to the other members of the board and made a matter of record either through an annual procedure or when the interest becomes a matter of board action. Any director having a duality of interest or possible conflict of interest on any matter should not vote or use personal influence on the matter, and should not be counted in determining the quorum for the meeting, even when permitted by law. The minutes of the meeting should reflect a disclosure was made, the abstention from voting, and the quorum situation. 

Each Director and Officer shall sign not later than the last day of June of each year a statement that affirms such person: 

a. Has received a copy of this conflict of interest policy, 

b. Has read and understands the policy, 

c. Has agreed to comply with the policy, and 

d. Understands that the University is a charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 

e. Understands that political activity conducted by the University is not permitted, including the endorsement of candidates or ballot initiatives. 

Review

The Board of Trustees is responsible for ensuring compliance with this policy in various offices of the University. 

Date