Note: UMASDA, Inc.’s Conflict of Interest policy is established in Article 12 of the UMASDA, Inc. Amended and Restated Bylaws. This page summarizes that policy for transparency; in any conflict, the Bylaws govern.
This Conflict of Interest Policy protects the interests of UMASDA, Inc. when it is contemplating a transaction or arrangement that might benefit the private interest of a director, officer, or key person, or might result in excess benefit or impermissible private inurement.
Who Is Covered
Directors, officers, and members of committees with governing-board-delegated powers (“interested persons”).
Definition of Conflict
A conflict of interest arises when an interested person has, directly or indirectly, a financial interest or other interest that could impair their independent judgment in acting on behalf of UMASDA, Inc.
Duty to Disclose
An interested person must disclose the existence and nature of any actual or possible conflict to the Board of Directors and any committee considering the matter.
Procedure
After disclosure, the interested person leaves the meeting during discussion of and the vote on the matter. The remaining board members determine whether a conflict exists and, if so, whether the proposed transaction is fair, reasonable, and in the organization’s best interest before voting.
Records
Minutes of board and committee meetings document disclosures, discussions, and decisions related to conflicts.
Annual Statements
Each interested person annually affirms that they have received, read, and agree to comply with this policy and understand UMASDA, Inc. is a nonprofit exempt organization that must engage primarily in activities accomplishing its exempt purposes.