The purpose of this document is to define and manage conflict of interest and provide a mechanism to report conflict of interest at MAS Cincinnati Inc. (dba, Ihsan), an Ohio 501 (c) (3) not for profit.
Article -1.
Whenever an Ihsan board member or Ihsan project leader has a financial or personal interest in any matter coming before the board, the affected person shall
Fully disclose the nature of the interest and
Withdraw from discussion, lobbying, and voting on the matter.
Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested board members or disinterested project leaders determine that it is in the best interest of Ihsan to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
Article -2.
No board member or project leader of Ihsan shall be disqualified from holding any office with Ihsan by reason of any interest in any concern. A board member or project leader of Ihsan shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with Ihsan. No transaction of Ihsan shall be voidable by reason of the fact that any board member or project leader of Ihsan has an interest in the concern with which such transaction is entered into, provided:
The interest of such board member or project leader is fully disclosed to the board of Ihsan.
Such transaction is duly approved by the board members or project leaders, not so interested or connected, as being in the best interests of the organization.
Payments to the interested board members or project leaders are reasonable and do not exceed fair market value.
No interested board member or project leader may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Purpose
1. The purpose of this conflict of interest policy is to protect Ihsan’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of a Project leader or Board member or might result in a possible excess benefit transaction.
2. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
Definitions
1. Interested person -- Any project leader, board member or member of a committee, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial interest -- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which Ihsan has a transaction or arrangement,
- A compensation arrangement with Ihsan or with any entity or individual with which Ihsan has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Ihsan is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 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 decides that a conflict of interest exists, in accordance with this policy.