The proper governance of the Libra Foundation and its affiliated entities depends on its Trustees and officers who give of their time and talent for the benefit of Maine communities. Because of their varied interests and occupations, situations of dual interest may result that could be interpreted as a conflict of interest. This service should not be rendered impossible solely by reason of this duality of interest. Therefore, the Trustees of the Libra Foundation and its affiliated entities adopt the following policy which would require full disclosure of a duality of interest and nonparticipation in any discussions and vote where the interest is involved. The following policy of duality and conflict of interest is hereby adopted: 1. Any duality of interest or possible conflict of interest on the part of a Trustee shall be disclosed to the entire Board and made a matter of record. This process shall be an annual occurrence or when the interest becomes a matter for Board action. 2. Any Trustee having a duality of interest or possible conflict of interest on any matter shall disclose the possible conflict of interest to the Board, shall leave the meeting during any discussions concerning the matter, shall not vote or use his/her personal influence, and he/she shall not be counted in determining the quorum for the meeting. The remaining Board members shall decide after disclosure, if a conflict of interest exists. 3. If it is determined that a conflict of interest exists with regard to a Trustee or officer, the Chairperson of the Board, shall, when appropriate, appoint a disinterested person to investigate alternatives to the proposed transaction. It should be noted that if an individual has a conflict of interest in the Libra Foundation or any of its affiliated entities, he/she will be considered to have a conflict of interest in all entities affiliated with the Libra Foundation. 4. After exercising due diligence, the Board shall determine whether the Libra Foundation or its affiliated entities can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board shall determine, by a majority vote of the disinterested Trustees present, whether the transaction or arrangement is fair and reasonable and shall decide whether to enter such transaction or arrangement. 6. The minutes of the Board meetings shall include: a. The names of persons who disclosed financial interests, the nature of the financial interests and whether the Board determined that there was a conflict of interest; and b. The names of all persons present for discussions and/or votes relating to the transaction or arrangement; the content of these discussions, including any alternatives to the proposed transaction or arrangement; and a record of the vote, including the quorum situation and any abstention from voting. 7. Each Trustee shall sign an annual statement which affirms that such person has received a copy of the conflicts of interest policy; has read and understands the policy; has agreed to comply with the policy; and understands that the Libra Foundation and its affiliated entities are charitable foundations or corporations, and in order to maintain their federal tax exemption, they must engage primarily in activities that accomplish one or more of their tax-exempt purposes. 8. The responsibility for monitoring such disclosure shall rest with the Officers of the Board. They will report annually to the full Board and make recommendations regarding specific disclosures. 9. The Board shall take appropriate disciplinary and corrective action with respect to a member who violates the conflicts of interest policy. Guidelines A conflict of interest may be considered to exist in those instances where the actions or activities of an individual on behalf of the Libra Foundation or any of its affiliated entities would result in personal gain or advantage, whether direct or through a third party, to the extent it adversely affects Libra Foundation and/or any of its affiliated entities' interests. The following guidelines should be used in your review for identifying potential conflicts: I. Financial
Interests: A. Any Trustee or officer directly or indirectly through business or family, holding a position or having material financial interest (actual or potential ownership, investment, compensation arrangement) in an outside concern from which the Libra Foundation and its affiliated entities secures goods or services; B. Competition with the Libra Foundation and its affiliated entities by an individual directly or indirectly through business or family, in the purchase or sale of property or property rights or interest. II. Gifts, Gratuities, and Entertainment: Acceptance of gifts, excessive or unusual entertainment or other favors from any concern outside that does or is seeking to do business with the Libra Foundation and its affiliated entities. This does not include the acceptance of items of nominal or minor value that are of such a nature as to indicate that they are merely taken out of respect or friendship and not related to any particular transactions of the Libra Foundation and its affiliated entities. III. Inside Information: Disclosure or use of the Libra Foundation and its affiliated entities’information for the personal profit or advantage of individuals or organizations to the extent it negatively impacts Libra Foundation and/or its affiliated entities. IV. Other: Full disclosure of any situation in doubt should be made to permit an impartial determination. It should be particularly noted that this disclosure relates not only to the Trustee, but also to the Trustee’s immediate family. |
