Purpose of Board of Directors Conflict of Interest Policy:
The purpose of this Conflict of Interest Policy is to protect the integrity of the decision-making process of the Board of Directors of Charles Carlini Presents, Inc., (also known as Decibel) and to ensure that decisions are made in the best interests of the organization. This policy is intended to prevent any personal, financial, or professional interests from improperly influencing the actions or decisions of board members.
Definitions:
1. Conflict of Interest: A situation in which a board member’s personal, financial, or professional interests may interfere with their ability to act in the best interest of the organization.
2. Interested Person: A board member, officer, or key employee who has a potential conflict of interest.
Policy:
1. Disclosure of Conflicts:
- Each board member must disclose any potential conflicts of interest to the Board of Directors promptly and in writing.
- Disclosures should include any financial interests, relationships, or affiliations that could reasonably be expected to influence the board member’s actions or decisions.
2. Review and Determination:
- The Board of Directors will review each disclosed conflict of interest to determine if a conflict exists.
- The board will make a determination based on the nature of the conflict and the relevant facts.
3. Abstention from Discussion and Voting:
- Board members with a conflict of interest must abstain from participating in discussions or voting on matters where a conflict is present.
- The conflicted member must leave the room during the discussion and voting process.
4. Record Keeping:
- The minutes of board meetings will reflect the nature of the conflict, the board member’s abstention from discussion and voting, and the outcome of the discussion or vote.
5. Annual Acknowledgment:
- Each board member will complete an annual acknowledgment form, confirming their understanding of and compliance with this policy.
- The form will also require the disclosure of any potential conflicts of interest that have arisen since the last acknowledgment.
6. No Retaliation:
- The organization prohibits retaliation against any board member who discloses a potential conflict of interest in good faith or participates in the conflict review process.
7. Enforcement:
- The Board of Directors will review and enforce compliance with this policy.
- Failure to comply with this policy may result in disciplinary action, including removal from the board if deemed appropriate.
Implementation:
The Board of Directors will ensure that this policy is reviewed annually and updated as needed. All board members will receive a copy of this policy upon joining the board and as part of their annual orientation.
Approval:
This Conflict of Interest Policy was approved by the Board of Directors of Charles Carlini Presents, Inc., (Decibel) on August 14, 2024.