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Conflict of Interest Policy

This document outlines the Conflict of Interest Policy for the Commonhaus Foundation (CF), setting the framework for identifying, disclosing, and managing potential conflicts of interest to protect the Foundation’s interest when it is contemplating entering a transaction that might benefit the personal or professional interests of a covered individual.

Scope of Application

This policy applies to all individuals within the CF who possess decision-making authority with respect to Foundation activities, assets, income, or expenses. This includes:

Relevant Florida Statute:

  • 617.0832 Director conflicts of interest.

Definitions

Interest means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment, including receipt of compensation from the CF, a sale, loan, or exchange transaction with the CF.

A conflict of interest arises when a covered individual’s personal interest in a transaction might prevent them from acting impartially in the best interest of the CF.

Transaction means any transaction, agreement, or arrangement between a covered individual and the CF, or between the CF and any third party where a covered individual has an interest in the transaction or any party to it. Transaction does not include compensation arrangements between the Foundation and a director, officer, or other covered individual that are covered by other policies.

Examples

  • The Foundation purchases products manufactured by the spouse of the Executive Director.
  • The Foundation engages a firm for financial advice and the Financial Director serves as a director of that firm.
  • The Foundation purchases services from a company owned by a director's sibling

Procedures for Determining Compensation

When hiring staff, the CFC will reference industry standards to ensure compensation is not excessive. The process will be transparent and fully documented.

Disclosing Potential Conflicts of Interest

Each covered individual shall disclose to the CFC all material facts regarding his or her interest in the transaction, promptly upon learning of the proposed transaction.

It is important to note that the existence of a conflict does not mean the transaction cannot occur, but the Foundation must act to address the conflict in order to ensure that the transaction is in the best interests of the Foundation.

Determining Whether a Conflict of Interest Exists

Upon the disclosure of a potential conflict, the CFC shall determine if a conflict of interest exists. The CFC may ask questions of and receive presentation(s) from the covered individual(s) and any other interested person(s), but shall deliberate and vote on the transaction in their absence.

Records of Review

The minutes of any CFC meeting that addresses conflict of interest disclosure or resolution will include:

  • The names of individuals with a potential conflict, the nature of their interest, and whether it was considered a conflict.
  • Details on alternative options reviewed, the Councilors who deliberated and voted, including how conflicts of interest were managed during these discussions.
  • The outcome of the vote, specifying the transaction's terms and approval date if relevant.

Annual Disclosure and Compliance

  • Councilors, EGC Members, and key employees (if any) must annually affirm that they have received, read, understood this policy, and that they agree to comply with it.
  • General members must affirm that they have received, read, understood this policy, and that they agree to comply with it, when applicable.

Review of Policy

This policy will be reviewed periodically to ensure it remains relevant and effective.

Amendments or changes to this policy will follow the amendment process.

For questions or clarifications on this policy, send an email to the legal mailing list.

Footnotes

  1. If and when the CF employs full-time staff, a key employee is an employee who (a) has responsibilities or influence over the foundation similar to that of officers or Councilors; or (b) manages a program that represents 10% or more of the activities, assets, income, or expenses of the foundation; or (c) has or shares authority to control 10% or more of the foundation capital expenditures, operating budget, or compensation for employees. ↩