Exhibit A to the Bylaws
THE WOMAN'S CLUB OF LARCHMONT, INC.
CONFLICT OF INTEREST POLICY
Each Director, Officer, and Key Member shall annually sign and submit to the Secretary of the Larchmont Woman’s Club a statement which affirms such person: (a) has received a copy of this Policy, (b) has read and understands the Policy, and (c) has agreed to comply with the Policy. The form to sign is found at the end of the document below.
Section 1. Purpose.
The purpose of this policy (the "Policy") is to protect the interests of the Woman's Club of Larchmont, Inc. (the "Corporation") when it is entering into a transaction or arrangement that might benefit the private interest of a Director, Officer or Key Employee of the Corporation. The Corporation will not enter into any such transaction or arrangement unless it is determined by the Board in the manner described below to be fair, reasonable and in the best interests of the Corporation at the time of such determination.
This Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to not-for-profit organizations.
Section 2. Definitions.
(a) Affiliate. An affiliate of the Corporation is a person or entity that is directly or indirectly through one or more intermediaries, controlled by, in control of, or under common control with the Corporation.
(b) Board of Directors. The body responsible for the governance of the Corporation.
(c) Director. Any member of the governing body of a corporation, whether designated as a director,
trustee, manager, governor, or by any other title.
(d) Financial Interest. A person has a Financial Interest if such a person would receive an economic benefit, directly or indirectly, from any transaction, agreement, compensation agreement, including direct or indirect remuneration as well as gifts or favors that are not insubstantial or other
arrangement involving the Corporation.
(e) Independent Director. A member of the Board of Directors (the"Board") who:
(i ) Has not been an employee of the Corporation or an affiliate of the Corporation within the last three years;
(ii) Does not have a Relative who has been a Key Employee of the Corporation or an Affiliate of t the Corporation in any of the last three years.
(iii) Has not received and does not have a Relative who has received more than $10,000 in
compensation directly from the Corporation or an Affiliate of the Corporation in any of the
last three years (not including reasonable compensation or reimbursement for services as
Director, as set by the Corporation);
(iv) Does not have a Substantial Interest in and has not been an employee of, and does not have Relative who has a Financial Interest in or was an Officer of, any entity that has made Payments to or received payments from, the Corporation or an Affiliate of the Corporation in excess of the (a) $25,000 or (b) 2% of the Corporations's consolidated gross revenue over the last three years (payment does not include charitable contribution);
(v) Is not in an employment relationship under control or direction of any Related Party and does not receive payments subject to the approval of a Related Party;
(vi) Does not approve a transaction providing economic benefits to any Related Party who in turn has approved or will approve a transaction providing economic benefits to the Director.
( f) Key Employee. A Key Employee is a person who is, or has within the last five years, been in a position to exercise substantial influence over the affairs of the Corporation. This includes but is not limited to:
(i) voting members of the Board;
(ii) Executive Officers of the Corporation;
(iii) Employees who receive annual compensation in excess of $150,000 or are one of the top 20 employees with the highest reportable compensation in the Corporation or an Affiliate of the Corporation;
(iv) Anyone who manages a discreet activity or segment of the Corporation that represents 10% or more of the assets, income or expenses of the corporation;
(v) Anyone who has or shares authority to control 10% or more of the Corporation's capital expenditures, operating budget or employee compensation.
(g) Officer. A person who has the authority to bind the Corporation as designated in the by-laws of the Corporation.
(h) Ordinary Course of Business. Transactions are conducted in the Ordinary Course of Business when they are consistent either with the Corporation's consistently applied past practices in the sector in which the Corporation operates.
(i) Related Party. Persons who are considered a Related Party of the Corporation or an Affiliate of the Corporation under this policy include:
(i) Directors, Officers, or Key Employees;
(ii) Relatives of Directors, Officers, or key Employees of
(iii) any entity in which a person in (i) or (ii) has a 35% or greater interest, or, in the case of a partnership or a professional , a direct or indirect ownership corporation, a direct or indirect ownership interest in excess of 5%;
(iv) Founders of the Corporation;
(v) Substantial contributors to the Corporation (within the current year or the past five fiscal years);
(vi) persons owning a controlling interest through votes or value) in the Corporation;
(vii) Any non-stock entity controlled by one or more Key Employees.
(j) Related Party Transaction. Any transaction, agreement, or any other arrangement with the Corporation or an Affiliate of the Corporation in which a Related Party has a Financial Interest. Any Related Party Transaction will be considered a conflict of interest for Purposes of this Policy, unless the Related Party Transaction or Activity is Conducted in the Ordinary Course of Business.
(k) Relative. A relative is a spouse, ancestor, child (whether natural or adopted), , grandchild great grandchild, sibling (whether whole or half blood), or spouse of a child (whether natural or adopted or a domestic partner as defined in section 2994-A of the New York Public Health Law.
Section 3. Related Party Transactions and Duty to Disclose.
A Related Party Transaction is not necessarily a prohibited Transaction. Under this Policy, If the Corporation contemplates entering into a Related Party Transaction, the Independent Directors of the Board must determine if the transaction is fair, reasonable, and in the best interests of the Corporation at the time of such determination.
If at any time during his or her term of service a Related Party acquires any Financial Interest or when any matter for decision or approval comes before the Board in which a Related Party acquires any Financial Interest, the facts of that Financial Interest or potential Related Party Transaction must be promptly disclosed in writing by the Related Party to each member of the Board. The Board will then the procedures in Article 4 of this Policy.
Any failure by a Related Party to disclose to the board a known Financial Interest or a known potential Related Party Transaction may be grounds for removal of such person from the Board and/or his or her termination from the Corporation.
Section 4. Review and Voting.
(a) Non-Participation and Review. All transactions, agreements or any other arrangements between the Corporation and a Related Party and any other transactions which may involve a potential conflict of interest shall be reviewed by the independent Directors. The Board may request that a Related Party be present to provide information before the deliberations or voting begin, however, all Related Parties with a Financial Interest shall leave the room in which such deliberations are conducted. A quorum will not be lost if one or more of the Directors recuse themselves because of a conflict. The Independent Directors will then determine whether the contemplated Related Party Transaction is fair, reasonable and in the best interests of the Corporation at the time of such Determination. The corporation will not enter into any Related Party Transaction unless it is determined to be fair, reasonable and in the best interest of the Corporation at the time of such determination.
(b) Consideration of Alternate Transactions and Comparability Data. If the contemplated Related Party Transaction pertains to compensation for services or the transfer of property or other benefit to a Related Party, the Independent Directors must determine that the value of the economic benefit provided by the Corporation to the Related Party does not exceed the value of the consideration received in exchange by obtaining and reviewing appropriate comparable data prior to the transaction. In those instances where the contemplated Related Party Transaction does not involve compensation, transfer of benefits to a Related Party, the Independent Directors must consider alternative transactions to the extent possible, prior to entering into auch transaction.
(c) Comparability Data.When considering the comparability of compensation, for example, the relevant Comparability data which the Independent Directors may consider includes, but is not limited to (1) compensation levels paid by similarly situated organizations, both exempt and non-exempt; (2) the availability of similar services within the same geographic area; (3) current compensation surveys compiled by independent firms; and (4) written offers from similar institutions competing for the same person's services. When the transaction involves the transfer of real property as compensation, the relevant factors include, but are not limited to (i) current independent appraisals of the property, and (ii) offers received in a competitive bidding process.
(d) Voting. The Independent Directors after considering alternate transactions and/or comparability data shall determine in good faith whether the transaction or arrangement is fair, reasonable and in the best interest of the Corporation at the time of such decision. Any such transaction shall be approved by not less than a majority vote of the Independent Directors present at the meeting.The Independent Directors shall make their decision as to whether to enter into enter into the transaction or arrangement and shall contemporaneously document the meeting under Article6 of this Policy. All Related Parties with a Financial Interest must not be present for deliberations and voting on the transaction or arrangement in which he or she has a Financial Interest. Only Independent Directors shall vote on Related Party Transactions.No Related Party shall vote, act or attempt to influence the deliberations on any matter in which he or she has a Financial Interest. Any attempt to vote, act or improperly influence deliberations by a Related Party on any matter with which such person has a Financial Interest may be grounds for such person's removal from the Board or termination from the Corporation.
(e) Compensation. A voting member of the Board or an Officer who receives compensation directly or indirectly from the
Corporation for services or a Director serving as a voting member of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, individually or collectively, is prohibited from providing information to the Board or any committee thereof regarding compensation.
Section 5. Finance Committee Review.
The Board may delegate to the Finance Committee or any other committee, which shall be composed solely of Independent Directors, the review and approval of any Related Party Transaction; provided that if in such committee's judgment the Related Party Transaction is of a magnitude that would otherwise require Board approval, the committee shall submit the Related Party Transaction to the Board for consideration, providing its recommendation as to whether or not to approve it.
In the event the Board delegates the review and approval of Related Party transactions to a committee and all references to a majority of the Board shall be deemed to refer to a majority of such Committee.
Section 6. Records of Proceedings.
The minutes of all meetings of the Board at which a Related Party Transaction is considered shall contain:
(a) The names of the persons who disclosed or otherwise were determined to have a potential or actual Financial Interest and/or conflict of interest, the nature of the potential or actual Financial Interest and/ or conflict of interest, any action taken to determine whether a Financial Interest and/or conflict of interest exists, and the Board's decision as to whether a Financial Interest and/or conflict of interest exists.
(b) The names os the persons who were present for discussions and votes, relating to any determinations under Article 6(a) above, including whether the Related Party and any Board Members not considered to be Independent Directors, left the room during any such discussions, including discussion of alternative transactions, and whether or not the transaction with the Related Party was approved by the Board. The minutes shall be documented contemporaneously to the decision and discussion regarding the Financial Interest or conflict of interest.
Section 7. Initial and annual Written Disclosures.
Prior to a Director's initial election to the Board, or an Officer or Key Employee's employment at the Corporation, and thereafter on an annual basis, all Directors, Officers and Key Employees shall disclose in writing to the Secretary of the Corporation:
(a) Any entity of which person or a Relative of such person is an officer, director, trustee, member, owner or employee and with which the Corporation has a relationship,
(b) Any financial interest such person may have in any corporation, organization partnership or other entity which provides professional or other goods or services to the Corporation for a fee or other compensation, and
(c) Any position or other material relationship such Director, Officer, Key Employee, or Relative of such person, may have with any not-for-profit corporation with which with which the Corporation has a business relationship.
A copy of each Disclosure statement shall be kept in the Corporation's files and made available to any Director, Officer or Key Employee upon request.
Section 8. Annual Statements.
Each Director, Officer and Key Employee shall annually sign and submit to the Secretary of the Corporation a statement
(the form and substance of which are attached as Schedule A) which affirms such person: (a) has a copy of this Policy, (b) has read and understands the Policy, and (c) has agreed to comply with the Policy.
THE WOMAN'S CLUB OF LARCHMONT, INC., CONFLICT OF INTEREST STATEMENT
I have read the Woman's Club of Larchmont's Conflicts of Interest Policy and have no items to report.
[ ] Without exception.
[ ] Except as described on the attached statement.
I agree to advise the Club's President promptly of any change in circumstances during the year which may create
a potential conflict of interest.
Name (Print) ____________________________________________________________________________
Name (Signature) _________________________________________________________________________________