On
Friday September 10, 2010, the
board members of the Mattapan
School of Technology have
adopted by direct vote,
the following amendments
proposed by Karrie Ann Jean,
the executive director of the
institution.
1)
A conflict of interest policy amendment
2)
A non-discrimination policy
amendment
The
Mattapan School of Technology
Conflict of Interest Policy
Article
I - Purpose
The
purpose of the conflict of
interest policy is to protect
Mattapan/ Greater Boston
Technology Learning Center’s
interest when it is
contemplating entering into a
transaction or arrangement
that might benefit the private
interest of an officer or
director of the Center 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
Interested
Person - Any
director, principal officer,
or member of a committee with
governing board delegated
powers, who has a direct or
indirect financial interest,
as defined below, is an
interested person.
Financial
Interest - A
person has a financial
interest if the person has,
directly or indirectly,
through business, investment,
or family.
An
ownership or investment
interest in any entity with
which the Center has a
transaction or arrangement,
A
compensation arrangement with
the Center or with any entity
or individual with which the
Organization has a transaction
or arrangement, or
A
potential ownership or
investment interest in, or
compensation arrangement with,
any entity or individual with
which the Center 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 Article III,
Section 2, a person who has 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
a.
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
committees with governing
board delegated powers
considering the proposed
transaction or arrangement.
b.
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
governing board or committee
meeting while the
determination of a conflict of
interest is discussed and
voted upon. The remaining
board or committee members
shall decide if a conflict of
interest exists.
c.
Procedures
for Addressing the Conflict of
Interest
An
interested person may make a
presentation at the governing
board or 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.
The
chairperson of the governing
board or committee shall, if
appropriate, appoint a
disinterested person or
committee to investigate
alternatives to the proposed
transaction or arrangement.
After
exercising due diligence, the
governing board or committee
shall determine whether the
Center 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.
If
a more advantageous
transaction or arrangement is
not reasonably possible under
circumstances not producing a
conflict of interest, the
governing board or committee
shall determine by a majority
vote of the disinterested
directors whether the
transaction or arrangement is
in the Center’s best
interest, for its own benefit,
and whether it is fair and
reasonable. In conformity with
the above determination it
shall make its decision as to
whether to enter into the
transaction or arrangement.
Violations
of the Conflicts of Interest
Policy
If
the governing board or
committee has reasonable cause
to believe a member has failed
to disclose actual or possible
conflicts of interest, it
shall inform the member of the
basis for such belief and
afford the member an
opportunity to explain the
alleged failure to disclose.
If,
after hearing the member's
response and after making
further investigation as
warranted by the
circumstances, the governing
board or committee determines
the member 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 governing board
and all committees with board
delegated powers shall
contain:
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 the governing
board's or committee's
decision as to whether a
conflict of interest in fact
existed.
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 - Compensation
A
voting member of the governing
board who receives
compensation, directly or
indirectly, from the Center
for services is precluded from
voting on matters pertaining
to that member's compensation.
A
voting member of any committee
whose jurisdiction includes
compensation matters and who
receives compensation,
directly or indirectly, from
the Center for services is
precluded from voting on
matters pertaining to that
member's compensation.
No
voting member of the governing
board or any committee whose
jurisdiction includes
compensation matters and who
receives compensation,
directly or indirectly, from
the Center, either
individually or collectively,
is prohibited from providing
information to any committee
regarding compensation.
Article
VI - Annual Reports
Each
director, principal officer
and member of a committee with
governing board delegated
powers shall annually sign a
statement which affirms such
person:
Has
received a copy of the
conflicts of interest policy,
Has
read and understands the
policy,
Has
agreed to comply with the
policy, and
Understands
the Center is charitable and
in order to maintain its
federal tax exemption it must
engage primarily in activities
which accomplish one or more
of its tax-exempt purposes.
Article
VII - Periodic Reviews
To
ensure the Center operates in
a manner consistent with
charitable purposes and does
not engage in activities that
could jeopardize its
tax-exempt status, periodic
reviews shall be conducted.
The periodic reviews shall, at
a minimum, include the
following subjects:
Whether
compensation arrangements and
benefits are reasonable, based
on competent survey
information, and the result of
arm's length bargaining.
Whether
partnerships, joint ventures,
and arrangements with
management organizations
conform to the Center’s
written policies, are properly
recorded, reflect reasonable
investment or payments for
goods and services, further
charitable purposes and do not
result in inurement,
impermissible private benefit
or in an excess benefit
transaction.