Notice: This Policy is in effect for all Operation First Response, Inc Board Members and Key Volunteers. Unless the context requires a different meaning, references to “we,” “our,” or “the organization” are references to each Operation First Response, Inc Board Member, its Key Volunteers and guests. Failure to comply with this Policy may result in the termination of your relationship with Operation First Response, Inc.
Conflicts of Interest and Disclosure of Certain Interests
This Conflict of Interest Policy is designed to help Operation First Response, Inc Directors identify situations that present potential conflicts of interest and to provide Operation First Response, Inc with a procedure, that, if observed, will allow a transaction to be treated as valid and binding even though a director may have a conflict of interest with respect to the transaction.
It is the policy of Operation First Response, Inc to strengthen our trust and confidence in each other, maintain the public’s confidence, expedite the resolution of problems, reduce the effect and minimize the organizational and/or individual stress which might be caused by a Conflict of Interest. As our organization serves the community – not just a special interest group, the appearance of a Conflict of Interest could cause embarrassment to Operation First Response, Inc, jeopardize our organization’s credibility or damage our reputation. While such transactions may not be illegal, they are vulnerable to legal challenges or public misunderstanding and should be avoided in most cases.
- A “Conflict of Interest” is any circumstance described in Part 2 of this Policy.
- A “Responsible Person” is any person serving as a director or officer of Operation First Response, Inc, including non-voting directors.
- A “Family Member” is a spouse, domestic partner, parent, child, in-law, brother or sister of a Responsible Person.
- A “Material Financial Interest” is a financial interest of any kind, which could reasonably affect a Responsible Person’s or Family Member’s judgment with respect to transactions made on behalf of Operation First Response, Inc with a third party, including any form of compensation or financial gain from such a transaction.
- A “Contract or Transaction” is any agreement (or relationship) involving the sale or purchase of goods, services, or rights of any kind, providing assistance to or receiving assistance from Operation First Response, Inc, or the review of our organization (such as financial audits).
2. Conflict of Interest Defined. Operation First Response, Inc defines a “Conflict of Interest” as an action by a Board member which results in or has the appearance of resulting in his or her personal, organizational, or professional gain. For purposes of this policy, the following circumstances shall be deemed “Conflicts of Interest”:
- Outside Interests.
- A Contract or Transaction between Operation First Response, Inc and a Responsible Person or Family Member.
- Contract or Transaction between Operation First Response, Inc and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, associate, trustee, personal representative, custodian, guardian, or other legal representatives. Examples: a Board member performs services for our organization or proposes that a relative or friend be considered for a position on the Board. Note: such transactions are perfectly acceptable if they benefit the organization and if the board made the decisions in an objective and informed manner.
- Outside Activities.
- A Responsible Person competing with Operation First Response, Inc in the rendering of services or in any contract or transaction with a third party.
- A Responsible Person having a Material Financial Interest in; or
serving as a director, officer, agent, associate, trustee, personal representative, consultant, custodian, guardian, or other legal representatives to an entity or individual who competes with Operation First Response, Inc’s mission and services or in any contract or transaction with such third party (or entity).
Note: such transactions are perfectly acceptable if they benefit the organization and if the board made the decisions in an objective and informed manner.
- Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment or other favors from any individual (or entity) that:
- Does business with (or seeks to do business with) or is a
competitor of Operation First Response, Inc or,
- Has received, or seeks to receive assistance, financial benefits or services from Operation First Response, Inc
- Under circumstances where it might be inferred that such action was intended to influence (or would possibly influence) the Responsible Person in the performance of his or her duties.
- Does business with (or seeks to do business with) or is a
- Prior to any action taken by the Board, a director having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts related to the Conflict of Interest. Such disclosure shall be reflected in the Meeting Minutes.
- A director who plans not to attend a meeting at which he or she has reason to believe that the board will act on a matter in which the person has a Conflict of Interest shall disclose to the meeting chairperson (President or Vice President) all facts related to the Conflict of Interest prior to the meeting. The Chairperson shall report the disclosure at the meeting and the disclosure shall be reflected in the Meeting Minutes.
- A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at the meeting shall not be counted in determining the presence or a quorum for purposes of the vote. He or she may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken unless the vote is by secret ballot. Such a person’s inability to vote will be reflected in the Meeting Minutes. Note: A person has a Conflict of Interest when he or she stands for election as an officer or re-election as a member of the Board of Directors. In the case of voting on multiple elections or re-elections, such a person’s vote (for himself or herself) will not be counted.
4. Confidentiality. Each Responsible Person shall not disclose confidential information acquired which might be averse to the interests of Operation First Response, Inc. Furthermore, a Responsible Person shall not disclose or use information relating to the business of Operation First Response, Inc for his/her personal profit or advantage; or the personal profit or advantage of his/her Family Member. All Responsible Persons are required to follow Operation First Response, Inc’s Policy on Privacy, which further details the non-disclosure of sensitive or personally identifiable information.
5. Review of Policy.
- Each new Responsible Person shall be required to review a copy of this policy and acknowledge in writing that he/she has done so. (see page 4 )
- Each Responsible Person shall annually complete a disclosure form identifying any relationships, positions or circumstances in which he or she believes could contribute to a Conflict of Interest arising.
- This Policy shall be reviewed annually by the Board of Directors and any changes to the policy shall be communicated immediately to all Responsible Persons.