Background

All Arkansas Faith In Action State Coalition (AFIASC) members and employees have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. This policy establishes the framework within which the AFIASC wishes the business to operate.

The purpose of this policy is to provide directions so that members and employees can have a clear understanding on issues related to the subject of acceptable standards of operation.

Transactions with outside organizations must be conducted within a framework established and controlled by the Advisory Board of AFIASC. Business dealings with outside organizations should not result in unusual gains for those firms. Unusual gain refers to bribes, product bonuses, special fringe benefits, unusual price breaks, and other windfalls designed to ultimately benefit the member, the employee, or both. Promotional plans that could be interpreted to involve unusual gain require specific Advisory Board approval.

An actual or potential conflict of interest occurs when a member or employee is in a position to influence a decision that may result in a personal gain for that member or employee or for a relative as a result of the AFIASC's business dealings. For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with the member or employee is similar to that of persons who are related by blood or marriage.

No "presumption of guilt" is created by the mere existence of a relationship with outside organizations. However, if members or employees have any influence on transactions involving purchases, contracts, grants, or leases, it is imperative that they disclose to an officer of AFIASC as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be followed to protect all parties.

Personal gain may result not only in cases where a member, employee or relative has a significant ownership in a firm with which AFIASC does business, but also when an member, employee or relative receives any kickback, bribe, substantial gift, or special consideration as a result of any transaction or business dealings involving the Arkansas Faith In Action State Coalition.

Procedures

Any officer, director or member with knowledge of an actual or potential conflict of interest on their part or the part of any other officer, director or member of this corporation shall inform the entire board of the conflict. The board shall obtain disclosure of the financial interest and all material facts. After any discussion with the interested person, the interested person shall leave the meeting while the board determines whether a conflict of interest exists. If the board determines that a conflict exists, the board shall follow these procedures to address the conflict of interest:

a. The interested person may make a presentation to the board but after the presentation shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the conflict of interest.

b. The board shall investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board shall determine whether the transaction or arrangement is fair to the corporation. The transaction or arrangement must be approved by a majority of all the members of the board who have no direct or indirect interest in the transaction or arrangement. If a majority of the directors vote to approve the transaction or arrangement, a quorum is present for the purpose of taking action, except that such transaction or arrangement cannot be approved by a single director.

Records of the Proceedings

The board minutes shall contain:
1. The names of the person or persons who had a conflict of interest
2. The nature of the financial interest
3. A summary of the discussion to determine whether a conflict was present
4. The vote as to whether a conflict was present
5. The names of the directors and officers present for the discussion and vote related to the transaction or arrangement
6. A summary of the discussion on the transaction or arrangement
7. A record of the vote taken on the transaction or arrangement

Annual Conflict of Interest Disclosure

Each Advisory Board member shall complete and sign the AFIASC form titled “Annual Conflict of Interest Disclosure for Advisory Board Members” (attached).

Adopted: 7 July, 2005

Approved: Original Signed in Files_______

Chairperson