Article XI of the Constitution states that the latest revision of "Roberts Rules of Order" is to be used in conducting meetings unless the Constitution and By-Laws of the organization (FCB or chapter) otherwise indicates.
Refer to the enclosed Simplified Parliamentary Procedures (Appendix B) to assist in management of meetings.
Florida Council of the Blind
Policy Regarding Conflicts of Interest and Discharge of Duties
I. Purpose and Applicability of Policy
The purpose of this policy is to protect the interest of the Florida Council of the Blind (hereinafter, "FCB") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, chairperson and member of any of its committees, White Cane Bulletin editor(s), employee(s)), or independent contractor(s) of FCB. This policy is intended to supplement, but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable corporations.
The individuals who are subject to this policy include those serving as officers and directors of FCB, appointed chair persons and members of FCB's Committees, White Cane Editor(s) and any employee(s) or independent contractor(s) of the organization. All references hereafter to "the board" shall be applicable to both the Board of Directors and FCB's committees, unless otherwise specified.
A. Interested Person: An officer, director, chairperson and member of FCB's Committees, employee(s), or independent contractor(s) who has a direct or indirect Financial Interest, as defined below, is an interested person.
B. Financial Interest: A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or his or her immediate family:
1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;
2. A compensation arrangement with the Organization (other than for services as an employee) or with any entity or individual with which the Organization has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A Financial Interest is not necessarily a conflict of interest. A person who has a Financial Interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists.
C. Conflict of Interest: In general terms, a conflict of interest may occur if an outside interest or activity:
1. influences, appears to influence or has the potential to influence the ability of an Interested Person to exercise objectivity
2. Impairs the ability of an Interested Person to perform his or her responsibilities in the best interests of the Florida Council of the Blind, or
3. Creates or tends to create the appearance of impropriety by an Interested Person with respect to a transaction arrangement involving the Florida Council of the Blind.
III. Standard of Care in Discharge of Duties
It is the responsibility of each officer, director, chairperson and member of committees, White Cane Editor(s), employee(s) or independent contractor(s) of the Organization to discharge his or her duties in good faith, in a manner the person reasonably believes to be in the best interest of the Organization, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
IV. Conflicts Procedures
A. Duty to Disclose
In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of his or her Financial Interest and be given the opportunity to disclose all material facts relating to his or her Financial Interest to the officers and directors, or committee chairpersons and members, 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, the Interested Person must leave the board meeting while the Financial Interest is discussed and voted upon. The remaining board 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 board meeting regarding the proposed transaction or arrangement, but after such presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the proposed transaction or arrangement that could result in the conflict of interest.
The presiding officer of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the board shall determine whether the Organization can obtain a more advantageous transaction or arrangement with reasonable efforts 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 attainable under the circumstances that would not give rise to a conflict of interest, the board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in FCB's best interest and for its own benefit and whether the transaction is fair and reasonable to the Organization and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
If the board has reasonable cause to believe that a person subject to this policy has failed to disclose actual or possible conflicts of interest or failed to discharge his or her duties in accordance with Article III, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure.
If, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the board determines that the person has, in fact, failed to discharge his or her duties in accordance with this policy or to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. For Interested Persons who are FCB employees, appropriate disciplinary and corrective action may include but not be limited to, reprimand, re-training, suspension, and/or termination. For Interested Persons who are not FCB employees, appropriate disciplinary and corrective action may include but not be limited to reprimand, re-training, and/or suspension or revocation of FCB membership. With respect to all Interested Persons, FCB reserves the right to pursue any and all civil and/or criminal avenues of redress and this Policy in no way limits FCB's options or scope of action when seeking to remedy contractual, financial, reputational, or other damages to fCB arising from the Conflict of Interest of an Interested Person.
VI. Records of Proceedings
The minutes of the board meeting shall contain:
A. 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 board's decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection therewith.
A voting member of the board of directors or committees who receives compensation, directly or indirectly, from FCB for services rendered in conjunction with a transaction or other business arrangement is precluded from voting on matters pertaining to that member's compensation.
VIII. Annual Statement
Each director, officer, chairperson and member of committees, White Cane editor(s), employee(s), and independent contractor(s) of FCB shall complete and sign a Conflict of Interest Policy Annual Statement at least forty (40) days prior to the fall Board Meeting and annually thereafter. The current form is attached hereto as Exhibit A. All signed statements shall be filed with FCB's President and/or Secretary who shall review such statements within fifteen (15) days of receipt and notify the FCB Executive Committee of any potential conflicts of interest disclosed therein. All signed statements shall remain on file in the FCB office.
IX. Periodic Reviews
To ensure that FCB operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted and their findings reported to the Board of Directors. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable and are the result of arm's length bargaining.
B. Whether partnership and joint venture arrangements and arrangements with management service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.
X. Use of Outside Advisors
In conducting the periodic reviews provided for in Article IX, the Organization may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.
Florida Council of the blind Conflicts of Interest Policy Annual Statement
The undersigned, being a director, officer, chairperson or member of a committee, White Cane Editor, employee, or independent contractor of the Florida Council of the Blind, hereby acknowledges the following:
I have received a copy of the FCB Policy Regarding Conflicts of Interest and Discharge of Duties (the "Policy").
I have read and understand this Policy.
I agree to comply with the Policy.
I understand that the Policy applies to all FCB officers, directors, chairpersons or members of committees, White Cane editor(s), employee(s) and independent contractor(s).
I understand that FCB is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
The following information concerning conflicts and potential conflicts is true, correct and complete to the best of my knowledge:
A. I serve or represent the Florida Council of the Blind in the following capacity or capacities:
B. I am a director, officer, committee chairperson or member, White Cane editor, employee, or independent contractor or I have a material financial or beneficial interest in the following organizations which may have a conflict of interest with the Florida Council of the Blind:
C. I am not involved in any activity or transaction, nor am I a party to a contract involving interests which could be found to be adverse to the Florida Council of the Blind except for the following:
D. I am not pursuing any business opportunities which might adversely affect the Florida Council of the Blind, except for the following:
E. I bring to your attention the following potential conflicts of interest in addition to those, if any, disclosed in B, C and D above: (If none, insert "None.")
Print or Typed Name:
Appendix A through G follows.