Conflict of Interest Policy

The following policy was adopted by vote of the Board of Directors of Con or Bust, Inc., on April 17, 2016, pursuant to N.Y. Not-For-Profit Corporation Law sections 102(23), 715, and sec. 715-a.

  1. Definitions.
  1. "Relative" means an individual's spouse or domestic partner (as defined in N.Y. Public Health Law sec. 2994-a(7)), ancestor, sibling (whether full or half sibling), child (whether biological or adopted), grandchild, or great-grandchild; or the spouse or domestic partner of the individual's sibling, child, grandchild, or great-grandchild.
  2. "Related party" means:
  1. Any director, officer or key employee of the corporation or any affiliate of the corporation, or any other person who exercises the powers of directors, officers or key employees over the affairs of the corporation or any affiliate of the corporation (referred to collectively as "Director" in the remainder of this document);
  2. A relative of any person described in clause (i) of this subdivision; or
  3. Any entity in which any individual described in clauses (i) and (ii) of this subdivision has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of five percent.
  1. A conflict of interest exists whenever a related party has a substantial financial interest in a transaction and the corporation is a participant in that transaction.
  1. Prohibition of Assistance.
  1. The corporation will not provide grants or other forms of monetary assistance to any related party.
  2. There is a one-year waiting period for former related parties to be eligible to request assistance.
  3. When former related parties become eligible to request assistance from the corporation, they must apply only through the procedures applicable to all individuals, and their requests will be considered only under the criteria applicable to all requests.
  1. Administrative Procedures.
  1. The corporation will maintain on its website a list of all entities with which it maintains commercial relationships or with which it has previously entered into commercial transactions.
  2. All documentation referred to in this policy will be made available on the corporation's website.
  1. Disclosure.
  1. Candidates for Director (or any other position referred to in section 1(b)(i)) shall disclose in writing to the Board any conflicts of interest at the same time as they submit other documents relating to their candidacy.
  2. Every Director must submit to the Secretary an annual written statement identifying, to the best of the Director's knowledge and in light of the public list referenced in section 3(a):
  1. any entity of which (1) the Director is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and (2) with which the corporation has a relationship, and
  2. any transaction in which the corporation is a participant and in which the Director might have a conflicting interest.
  1. Directors shall disclose in writing to the Board any new conflict of interest that arises after their initial election to the Board or their last annual statement as soon as they become aware of the conflict.
  1. Consideration of Transactions Posing a Conflict of Interest.
  1. References to the Board in this section include an authorized committee of the Board.
  2. The Director with the conflict will not be present for deliberations regarding the transaction; will not vote on whether to enter into the transaction; and will not attempt to improperly influence the determination. The Director with the conflict may, before deliberations or voting, present background information to the Board or answer the Board's questions.
  3. The Board may approve the transaction only if the Board determines that the transaction is fair, reasonable, and in the corporation's best interest, and after considering alternative transactions to the extent available.
  1. However, under no circumstances may the Board approve assistance to a related party, as provided in section 2.
  1. The Board must approve the transaction by a majority vote of the Directors present at the meeting.
  2. The Board must contemporaneously document in writing the basis for its approval, including its consideration of any alternative transactions.