Conflict of Interest

Conflict of Interest Policy

Definition

A conflict of interest exists, for purposes of this policy statement, when a person has a financial interest or personal motive, direct or indirect, to act against the best interests of the UW-River Falls Foundation (the Foundation).

Financial Interest. Any interest that shall yield directly or indirectly, a monetary or other material benefit to a board member or employee, or to any person employing or retaining the services of a board member or employee.

Personal Interest. Any interest arising from blood or marriage relationships or domestic partners, or from close business or political associations, whether or not any financial interest is involved.

Person.  Any person, corporation, partnership or joint venture.

Disclosure

The existence and nature of any conflict shall be fully disclosed to the members of the decision-making body before any vote or action on the matter.  When there is a potential conflict or perception of a conflict, a board member or employee should err on the side of disclosure rather than risk an inappropriate failure to disclose.

If any member perceives a conflict of interest, it shall be called to the attention of the current Board Chair of the Foundation.

Disinterested Decision Makers

To the extent possible, a board member or employee who is subject to a conflict of interest should refrain from participating in the decision-making process, and should be willing to leave the room if his or her presence inhibits the board’s discussion.  The decision-making body may decide the appropriateness of a member’s presence in a decision-making process and/or vote.

An action will stand regardless of any conflict of interest if the fact of the conflict is disclosed or known to the board or committee that makes a decision by a vote or consent sufficient for the purpose without counting the interested directors’ votes or consents.  The action will also stand if the facts are disclosed or known to the members entitled to vote and they authorize or approve the transaction or contract.

Fairness

Any transaction involving a board member or employee conflict of interest should be obviously and inherently fair to the organization.  The organization should receive fair value for its consideration, and should not be charged any more than a third party would be charged in an arm’s length transaction for services or products supplied by a board member or employee.  In any event, a contract or transaction will not be void or voidable because of a board member or employee conflict of interest if it is “fair and reasonable to the corporation.”

Approved by Audit Committee on 6/11/09.

Approved by Board of Directors on 06/15/09.