Effective November 9, 2021
North Shore Animal League America, Inc. (NSALA) actively encourages the service and participation of leaders from a broad and diverse constituency of entities with which NSALA partners to further its mission. Such service enhances the ability of NSALA to fulfill its mission, by providing valuable expertise and experience in a variety of relevant fields and communities.
At the same time, NSALA considers it important that there be full understanding and confidence in the way its work is conducted, that adequate steps are taken to assure that all actions are for the benefit of others, and that no Director, Officer or Senior Executive has, or is perceived as having any divided loyalty or other interest which may be in conflict with his or her duties to NSALA.
To best serve these purposes, NSALA and each of its Directors, Officers, and Senior Executives (as hereinafter defined) recognize that it is important to provide full disclosure of any affiliation with any institution with which NSALA is transacting or will transact business, or with respect to which there is presented an actual or potential conflict of interest, and to avoid participation in NSALA’s decisions affecting such other institutions or its interests.
The purpose of this Policy is to protect NSALA’s interest and reputation when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an Officer, Director or Senior Executive of NSALA. Directors, Officers and Senior Executives are expected to remain free of interests or relationships that may be, or appear to be, detrimental to the best interest of NSALA.
This Policy is intended to supplement but not replace any applicable state or federal laws governing conflicts of interest applicable to nonprofit and charitable corporations
1. Interested Person
Any Director, Officer, or Senior Executive who has a direct or indirect Interest, as defined below, or a family Member (as hereinafter defined) of any such individual, is an Interested Person. With respect to grants and program services contracts with other nonprofit organizations or entities, Interested Person shall include any Director, Officer and Senior Executive who either directly serves, or has a Family Member (as hereinafter defined) who serves, on the Board of Directors or as an officer or employee of the recipient organization or entity.
Whether a Director, Officer or Senior Executive has an Interest in an entity shall be determined in part by whether that person could derive individual economic benefit, an institution with which such person is affiliated could derive an economic benefit, or a Family Member could derive individual economic benefit, either directly or indirectly, from any transaction involving such entity or any decision on a matter involving such entity by the Board of Directors or a Committee thereof. A person has an Interest if he or she, directly or indirectly, through business or investment, or if a Family Member (as hereinafter defined):
- has a 35% or greater ownership or investment interest in any entity; or
- has a potential ownership or actual investment interest in, or compensation arrangement with, any entity or individual with which NSALA has or is negotiating a transaction or arrangement; or
- serves as an officer, director or trustee of a for-profit or not-for-profit corporation, other than NSALA
For purposes of calculating a 35% ownership or investment interest, the interests of Interested Persons and Family Members shall be aggregated. Compensation includes direct and indirect remuneration, as well as gifts or favors that are substantial in nature. Examples that satisfy the 35% ownership or investment interest include the following: a corporation in which a person owns more than 35% of the total combined voting power, a partnership in which a person owns more than 35% of the profits interest and a trust or estate in which a person owns more than 35% of the beneficial interest.
An Interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has an Interest may have a conflict of interest only if the Board of Directors or another committee designated by the Board therefor or any other applicable Committee decides that a conflict of interest exists.
3. Senior Executives
The term Senior Executive as used herein shall mean all employees with the title Vice President, Senior Vice President, Chief Financial Officer, and President.
4. Family Member
The term Family Member as used herein shall mean, as to any person, (i) his or her spouse, parents, grandparents, children (whether natural or adopted), step-children, siblings (whether whole or half-blood), grandchildren, great-grandchildren and spouses of siblings, children, grandchildren and great-grandchildren; (ii) any member of his or her household; and (iii) any of his or her dependents.
1. Duty to Disclose
- All Directors, Officers, Senior Executives will be asked to answer a written disclosure statement upon joining the Board of Directors, or, in the case of Senior Executives, upon commencing employment with NSALA, and thereafter on an annual basis (a “Disclosure Statement”), disclosing all Interests, including but not limited to, all Interests that the person might have directly or indirectly, through business, investment or a Family Member in any corporation, organization, partnership or other entity which provides professional or other goods or services to NSALA for a fee or other compensation, and any position or other material relationship such person may have with any not-for-profit corporation with which the corporation has a transaction or arrangement or with which the corporation is negotiating a transaction or arrangement (a “Conflict of Interest”).
- In connection with any actual or possible Conflicts of Interest or Interest, an Interested Person who is a Director or Officer must disclose the existence of his or her Interest and must be given the opportunity to disclose all material facts to the Board of Directors or members of a duly Board-authorized committee thereof considering the proposed transaction or arrangement. In the case of an Interested Person who is a Senior Executive, such person must disclose his or her Interest to the individuals responsible for making the decision with respect to the transaction.
- If a person who may have a Conflict of Interest or Interest is not aware of it, it is the responsibility of other Directors, Officers, or Senior Executives to raise the issue.
- It is expected that Directors, Officers, Senior Executives and other staff members who complete Disclosure Statements will submit a revised Disclosure statement noting any changes in the form, including in employment status (e.g., a new job, retirement) and board participation (i.e., joining or leaving a corporate or nonprofit board of directors).
3. Violations of this Policy
- If the Board or another applicable Committee thereof has reasonable cause to believe that a Director, Officer or Senior Executive has failed to disclose actual or possible Conflicts of Interest, he/she/it shall inform the individual of the basis for such belief and afford the individual an opportunity to explain the alleged failure to disclose.
- If, after hearing the response of the individual and making such further investigation as may be warranted under the circumstances, the Board or the Committee thereof determines that the individual has in fact failed to disclose an actual or possible Conflict of Interest, they shall recommend the appropriate disciplinary or corrective action.
RECORDS OF PROCEEDINGS
The minutes of all Board and Committee meetings shall contain:
- The names of the persons who disclosed or otherwise were found to have a Conflict of Interest or Interest in connection with an actual or possible Conflict of Interest, the nature of the Interest, any action taken to determine whether a conflict of Interest was present, and the Board’s or Committee’s decision as to whether a Conflict of Interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, 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 who receives compensation, directly or indirectly, from NSALA for services is precluded from voting on matters pertaining to that member’s compensation.
- Officers and Directors who receive compensation, directly or indirectly, from NSALA, whether as employees or independent contractors, are precluded from membership on any Committee whose jurisdiction includes compensation matters.
- No Director, either individually or collectively, is prohibited from providing information to the Board of Directors regarding compensation for Directors for their services as directors.
- The President or his or her designee, will be responsible for: a) circulating to all Directors, Officers, and Senior Executives covered by this Policy the required Disclosure Statement after the close of each fiscal year. The President or his or her designee shall provide an annual summary report of all related party transactions to the Board of Directors and applicable Committee, and the Board of Directors shall receive the written summary materials relating thereto.
- Board members who do not provide a completed, signed Disclosure statement after two or more attempts to obtain the statement by the deadline provided may lose their voting privileges, at the discretion of the Board of Directors and may not attend another Board meeting until they have completed and signed the statement.