Conflict of Interest Policy
Article I - PURPOSE
The purpose of the conflict of interest policy is to protect the interests of the National Speakers Association and the NSA Foundation (henceforward referred to collectively as NSA) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director or Trustee 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 or Trustee, 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 NSA has a transaction or arrangement,
b. A compensation arrangement with NSA or with any entity or individual with which NSA has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which NSA 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 procedures, a person who has a financial interest may have a conflict of interest only if the Executive 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 Chief Executive Officer (CEO) who will set an appointment to take the case to the Executive Committee to consider 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 Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The Executive Committee members (or remaining members if the interested person is a member of the Executive Committee) 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 Executive 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 chairperson of the Executive Committee shall, if appropriate, appoint the CEO, a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Executive Committee shall determine whether NSA 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 Executive Committee shall determine by a majority vote of the disinterested Executive Committee members whether the transaction or arrangement is in the NSA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination the Executive Committee shall make its decision as to whether to allow NSA to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If anyone has reasonable cause to believe a Director or Trustee has failed to disclose actual or possible conflicts of interest, that person shall inform the CEO of the basis for such belief. The CEO shall investigate and afford the Director or Trustee an opportunity to explain the alleged failure to disclose.
b. After hearing the response and after making further investigation as warranted by the circumstances, the CEO will report the findings to the Executive Committee. If the Executive Committee determines the Director or Trustee 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 Executive Committee conflict of interest evaluation meetings 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 Executive 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 - ANNUAL CONFLICT OF INTEREST STATEMENT
Each Director and Trustee and the CEO shall annually complete and 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, and
c. Has agreed to comply with the policy.