© 2018 by AtriaConnect, Inc.

Conflict-of-Interest Policy Statement

AtriaConnect Nonprofit Steering Committee

Article I. Purpose 

The purpose of a conflict-of-interest policy is to protect an organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, 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 conflicts of interest.

Article II. Definitions 

1. Interested Person:An Interested Person is any director, principal officer, or member of a committee with governing board-delegated powers who has a direct or indirect Duality of Interest, including a Financial Interest, both of which are defined below. 

2. Duality of Interest: A conflict/duality of interest is defined as a situation in which an individual decision-maker has any impediment to being impartial and loyal, such as: (1) a personal, professional, business or volunteer position, responsibility, or interest; or (2) a conflicting duty to another entity where the individual's allegiance may be split between Atria Connect Nonprofit and another organization. An apparent conflict/duality is defined as a situation or relationship that may cause an observer to question whether there is an impediment to impartiality.

3. Financial Interest: A person has a Financial Interest if the individual has, directly or indirectly, any actual or potential ownership, investment, or compensation arrangement with Atria Connect Nonprofit or with any entity that conducts transactions with Atria Connect Nonprofit. A Financial Interest is not necessarily a conflict of interest in all cases. Under Article III, Section 2 of IRS Form 1023, a person with a Financial Interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. 

Article III. 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 the committees with governing board-delegated powers considering the proposed transaction or arrangement. In an effort to aid such disclosure, each member (board, committee, or staff) shall complete the conflict-of-interest questionnaire described in Article IVas circumstances warrant, but no less frequently than annually. 

2. Determining whether a conflict of interest exists 

The board shall review each member questionnaire and any other disclosures regarding the Financial Interests of its members. After disclosure of the Financial Interest, the Interested Person shall leave the board meeting while the remaining board members discuss and vote on whether a conflict of interest exists. 

3. Procedures for addressing the conflict of interest 

After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable effort a more advantageous transaction or arrangement from a person or entity that would not produce a conflict of interest. The Interested Person shall not be present in the room during the determination. 

     If an alternative transaction or arrangement is not possible, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interests of the organization, for its own benefit, and fair and reasonable. Based on these determinations, the board or committee shall make its decision on whether to enter into the transaction or arrangement.

 

4. Disciplinary action 

If the committee has reason to believe an individual has failed to disclose actual or potential conflicts of interest, it will inform the member and allow him/her to explain the alleged failure to disclose. If the committee still has reason to believe a conflict of interest exists after the alleged conflict is explained, it will take corrective action. 

Article IV. Conflict-of-Interest Questionnaire 

The following questionnaire must be completed annually by all members and affiliates of Atria Connect Nonprofit. Answers to this questionnaire should relate to relationships that occurred from 1 October 2017, through 30 September 2018. Once you have completed this questionnaire, please sign and date in the space provided and return it to: 

George Daghlian

Director of Human Resources

Atria Connect Nonprofit

 

1200 E. California Blvd.

MSC 364

Pasadena, CA 91125

George.daghlian@atriaconnect.org 

  1. Are you an officer of an organization that conducts business or has a relationship with Atria Connect Nonprofit?       Yes     No
    If yes, please define.

  2. Have you ever served on the board of a business in which Atria Connect Nonprofit invests or is financially involved with in any capacity?   Yes             No
    If yes, please define. 

  3. Do you have a family relationship with anyone who has a noted relationship with Atria Connect Nonprofit? Family connections include an individual’s spouse, parent, child, grandparent, grandchild, great-grandchild, and sibling. The spouses of any children, grandchildren, great-grandchildren, and siblings are considered family relationships as well.           Yes     No
    If yes, please define. 

  4. Have you participated, directly or indirectly, in any employment agreement, compensation relationship, or any other arrangement/investment opportunity with a third-party vendor doing business with the Atria Connect Nonprofit that has resulted or could result in personal benefit to you?                         Yes      No
    If yes, please define. 

  5. Have you received, directly or indirectly, any salary payments, loans, or gifts of any kind or any free service, discounts, or other fees from any person/organization engaged in any transaction with the Atria Connect Nonprofit?     Yes      No
    If yes, please define. 

  6. Do you share ownership of a business that does business with Atria Connect Nonprofit? Ownership means voting power in a corporation, profits interest in a partnership, or beneficial interest in a trust.           Yes      No
    If yes, please define.