The Board of Directors of the Osteogenesis Imperfecta Foundation “the OI Foundation” understands the importance of serving the OI Foundation to the best of their ability and with the highest degree of undivided obedience, loyalty, and care. Accordingly, the Board has adopted the following policy designed to manage apparent, potential, and actual conflicts between the personal familial, financial, professional, and employment interests of its Directors, Officers, Board committee members, Medical Advisory Council members, administrative staff people of the OI Foundation, its chapters or affiliates, the members of their immediate families or households (parents and their spouses; children, grandchildren, and their spouses; spouse and his/her parents; siblings, spouse’s siblings, and their spouses; and any person living in the individual’s home), and their business associates (general partners, principals, and employers) (collectively, “OI Foundation personnel”), and the interests of the OI Foundation.
Conflicts of interest may occur when the OI Foundation enters into transactions with individuals, nonprofit organizations, or for profit entities. The purpose of this policy is to ensure that decisions about OI Foundation operations and the use or disposition of the OI Foundation assets are made solely for the benefit of the OI Foundation and are not influenced by any personal profit or personal benefit to any individuals affiliated with the OI Foundation who take part in the decision. All OI Foundation personnel shall abide by all laws affecting conflict of interests, including but not limited to Sections 14-3-860 et. seq. of the Georgia Nonprofit Corporation Code and Section 4958 of the Internal Revenue Code.
In addition to avoiding actual conflicts of interest, OI Foundation personnel are expected to avoid actions that could be perceived or interpreted as in conflict with the interests of the OI Foundation. Any duality of interest or apparent or potential conflict of interest on the part of any OI Foundation personnel shall be disclosed to all of the members of the Board of Directors and be filed in the OI Foundation’s corporate records. In addition to the obligation of all OI Foundation personnel to completely disclose all conflicts of interest to the Board of Directors immediately as such conflicts of interest arise, each such person shall be required to complete and file a Statement of Potential Conflict of Interest Certification with the OI Foundation on an annual basis, on or before September 1 of each fiscal year. Attached hereto and made a part hereof is the form of the Annual Statement of Potential Conflict of Interest Certification that must be filed.
1. Connection To A Person or Entity Doing Business With The OI Foundation
No OI Foundation personnel having a personal stake in any transaction involving the OI Foundation shall be permitted to act on behalf of the OI Foundation regarding the transaction without first obtaining the approval of the Board of Directors through the procedure outlined below.
2. Material Conflict With Duties And Obligations To The OI Foundation
No OI Foundation personnel shall knowingly engage in any activities or transactions in material conflict with their duties and obligations to the OI Foundation. Whenever any OI Foundation personnel discovers an opportunity for business advantage which is relevant to the activities of the OI Foundation, the opportunity belongs to the OI Foundation and the individual shall present the opportunity to the Board of Directors. Only at such time as the Board votes not to pursue the matter and relinquish such an opportunity may the individual consider pursuing it for personal benefit.
3. Special Favor or Consideration
No OI Foundation personnel shall receive special favor or consideration from the OI Foundation because of that individual’s current or former position (for a period of 12 months subsequent to leaving any such position) with the OI Foundation.
No OI Foundation personnel shall use their association with the OI Foundation to obtain special advantage in the conduct of private business.
OI Foundation personnel shall not accept or offer favors or gifts from or to anyone who does business with the OI Foundation, excluding novelty or nominal items under $50 in value. All gifts must be reported to the OI Foundation Executive Director or President.
4. Public Positions
No OI Foundation personnel shall take any public position contrary to the policies, procedures, or interests of the OI Foundation.
5. Additional Obligations of Directors & Officers
Every Director and Officer shall discharge his/her duties in a manner he/she believes in good faith to be in the best interests of the OI Foundation and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Directors and Officers shall be cautious and protective of the assets of the OI Foundation and insure that they are used in the pursuit of the mission of the OI Foundation. Directors and Officers shall read and understand the Articles of Incorporation, Bylaws, corporate policies, and financial statements. Directors and Officers shall fully prepare for and participate in Board and relevant committee meetings. Directors and Officers shall never exercise authority as Directors and Officers except when acting in meetings with the full Board or as delegated by the Board; provided, however, that if a Board member has significant doubts about a course of action of the Board, he/she shall clearly raise the concern with the Executive Director and the Board and, when appropriate, seek independent expert advice.
6. Compensation of Directors & Officers
No Director shall receive compensation for the performance of his/her Board duties, excepting reimbursement for expenses incurred. No Director shall receive, directly or indirectly, any compensation for additional services rendered to the OI Foundation outside the scope of his/her Board duties, unless authorized by the affirmative vote of two-thirds (2/3) of all remaining uninterested Directors.
7. Service on Boards of Similar Organizations
Any current or recent (left position within past 12 months) Director or Officer of the OI Foundation who wishes to serve as a director or officer of any other organization related to osteogenesis imperfecta must obtain the approval of the Board of Directors through the procedure outlined below before accepting the nomination to serve with the other organization. Further, any individual currently or recently serving as a director or officer of any other organization related to osteogenesis imperfecta shall be ineligible to become a Director or Officer of the OI Foundation for a period of 12 months following the conclusion of his/her service with such other organization.
All OI Foundation personnel shall keep confidential those OI Foundation matters designated confidential by the Board of Directors or the Executive Director. OI Foundation personnel are prohibited from disclosing information about the OI Foundation to those who do not have a need to know or whose interest may be adverse to the OI Foundation, either inside or outside the OI Foundation, and are prohibited from using in any way such information for personal advantage to the detriment of the OI Foundation.
Procedure For Identifying and Handling Conflicts Of Interest
Any OI Foundation personnel having a potential, apparent, or actual conflict of interest on any matter shall not vote, shall not participate, directly or indirectly, in deliberations concerning it, shall not use personal influence on the matter, and shall not be counted in determining the quorum for the meeting, even if permitted by law.
Before the Board of Directors makes any decision to enter into a contractual relationship or other agreement with any person or entity with whom any OI Foundation personnel has a personal familial, financial, professional, or employment connection, the person having such a connection must make full disclosure of the connection to the Board of Directors.
Any OI Foundation personnel having a potential, apparent, or actual conflict of interest shall either (i) voluntarily abstain from and be disqualified from participation in all deliberation and voting on all Board actions relating to the conflict, or (ii) ask the Board to determine whether an apparent or potential conflict is an actual conflict. The majority affirmative vote of the remaining uninterested Directors present and voting shall be required to determine that an actual conflict of interest is present.
Upon each event of an actual conflict of interest, the interested individual shall not participate in the decision-making process (either by discussion or by vote). A determination of further action shall be made by the Board, after consultation with counsel and in accordance with all applicable law. The majority affirmative vote of all remaining uninterested Directors shall be required to approve any transaction in which an actual conflict of interest is present.
These procedures shall not prevent the interested individual from briefly stating his/her position on the matter, nor from answering pertinent questions from Directors, since his/her knowledge could be of assistance to the deliberations.
The minutes of the meeting shall reflect all information relative to the potential, apparent, or actual conflict of interest, including receipt of any information from any OI Foundation personnel concerning the conflict of interest, that a disclosure was made, the abstention from voting, how quorum was obtained, the decision(s) of the Board of Directors, and the basis for the Board’s decision.
Transactions involving any interested OI Foundation personnel shall not be approved unless the following factors are discussed by the Board and both are present in the proposed transaction:
1) The OI Foundation is entering into the transaction for its own benefit.
2) The transaction is fair, reasonable and advantageous to the OI Foundation under the circumstances at the time the OI Foundation enters into the transaction.
Approved March 4, 2000; Revised February 19, 2004