The purpose of the conflict of interest policy is to protect EAA’s tax-exempt status and interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, board of director or program board member of the organization. In addition, it might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Because a financial interest is not necessarily a conflict of interest, a person who has a financial interest may have a conflict of interest only if EAA decides that a conflict of interest exists. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to EAA members considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board, committee or program board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board, committee or program board members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
Violations of the Conflicts of Interest Policy
If the EAA Board of Directors has reasonable cause to believe that anyone has failed to disclose actual or possible conflicts of interest, it shall inform that person of the basis for such belief and afford that person an opportunity to explain the alleged failure to disclose. If, after hearing the person’s response and after making further investigation as warranted by the circumstances, the EAA Board of Directors determines that person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Anyone who receives compensation, directly or indirectly, from EAA et al for goods or services is precluded from voting on matters pertaining to those goods or services. Further, a voting member of any board, committee or program board whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from EAA et al for good or services is precluded from any discussions, fact gathering or vote on matters pertaining to that compensation. Finally, no person who receives compensation, directly or indirectly, from EAA et al, either individually or collectively, is prohibited from providing information to any board or committee regarding compensation for goods or services.
Annual Disclosure Statement
Each board of director, officer and program board member shall annually sign a statement, which affirms that person:
To ensure that EAA operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: