VIRGINIANS FOR ALTERNATIVES TO THE DEATH PENALTY
Conflict of Interest Policy
As adopted by the Board of Directors January __, 2014
Article I
Purpose
The purpose of the conflict of interest policy is to protect VADP’s interest when it contemplates
entering into a transaction or arrangement that might benefit the private interest of an officer or
director of VADP or 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.
Article II
Definitions
1. Interested Person
Any director, principal officer, or member of a committee with powers delegated by the VADP
Board of Directors (“Board”), who has a direct or indirect financial interest, as defined below, is
an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business,
investment, or family:
a. An ownership or investment interest in any entity with which VADP has a transaction or
arrangement,
b. A compensation arrangement with VADP or with any entity or individual with which VADP
has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity
or individual with which VADP is negotiating a transaction or arrangement. Compensation
includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A
financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person
who has a financial interest may have a conflict of interest only if the Board or a committee of
the Board decides that a conflict of interest exists.
Article HI
Procedures
1. 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
the Directors and members of committees with powers delegated by the Board considering the
proposed transaction or arrangement.
2. 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 Board or committee meeting while the determination of
aconflict of interest is discussed and voted upon. The remaining Board or committee members
shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the Board or 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 President of the Board or chair of the committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction or
arrangement.
ec. After exercising due diligence, the Board or committee shall determine whether VADP 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 committee shall determine by a
majority vote of the disinterested Directors whether the transaction or arrangement is in VADP’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.
4. Violations of the Conflicts of Interest Policy
a. If the Board or committee has reasonable cause to believe a member has failed to disclose
actual or possible conflicts of interest, it shall inform the member of the basis for such belief and
afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by
the circumstances, the Board or committee determines the member has failed to disclose an
actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the Board and all committees with Board delegated powers 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
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.
Article V
Compensation
a. A voting member of the Board who receives compensation, directly or indirectly, from VADP
for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and
who receives compensation, directly or indirectly, from VADP for services is precluded from
voting on matters pertaining to that member’s compensation.
c. No voting member of the Board or any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from VADP, either individually
or collectively, is prohibited from providing information to any committee regarding
compensation.
Article VI
Annual Statements
Each Director, principal officer and ber of a cc ittee with Board delegated powers shall
annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands VADP is charitable 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.
Article VII
Periodic Reviews
To ensure VADP operates in a manner consistent with 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:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey
information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and ar with organizations
conform to VADP’s written policies, are properly recorded, reflect reasonable investment or
payments for goods and services, further charitable purposes and do not result in inurement,
impermissible private benefit or in an excess benefit transaction.
Article VII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, VADP may, but need not,
use outside advisors. If outside experts are used, their use shall not relieve the Board of its
responsibility for ensuring periodic reviews are conducted.
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