Mapleton Education Foundation, as a non-profit, tax-exempt organization, depends on charitable contributions from the public. Maintenance of its tax-exempt status is important both for its continued financial stability and for the receipt of contributions and public support. Therefore, the operations of Mapleton Education Foundation first must fulfill all legal requirements. They also depend on the public trust and thus are subject to scrutiny by and accountability to both governmental authorities and members of the public.
Consequently, there exists between Mapleton Education Foundation and its board, officers, and management employees a fiduciary duty that carries with it a broad and unbending duty of loyalty and fidelity. The board, officers, and management employees have the responsibility of administering the affairs of Mapleton Education Foundation honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of Mapleton Education Foundation. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with Mapleton Education Foundation or knowledge gained there from for their personal benefit. The interests of the organization must have the first priority in all decisions and actions.
A. Persons Concerned
This statement is directed not only to board members and officers, but to all employees who can influence the actions of Mapleton Education Foundation. For example, this includes all who make purchasing decisions, all other persons who might be described as “management personnel,” and all who have proprietary information concerning Mapleton Education Foundation.
B. Key Areas in Which Conflict May Arise
Conflicts of interest may arise in the relations of directors, officers, and management employees with any of the following third parties:
● Persons and firms supplying goods and services to Mapleton Education Foundation
● Persons and firms with whom Mapleton Education Foundation is dealing or planning to deal in connection with a gift, purchase or sale, securities, or other property
● Competing or affinity organizations
● Donors and others supporting Mapleton Education Foundation
● Recipients of grants from Mapleton Education Foundation
● Agencies, organizations, and associations that affect the operations of Mapleton Education Foundation
● Family members, friends, and other employees
C. Nature of Conflicting Interest
A material conflicting interest may be defined as an interest, direct or indirect, with any persons and firms mentioned in Sections A and B. Such an interest might arise, for example, through
Owning stock or holding debt or other proprietary interests in any third party dealing with Mapleton Education Foundation
Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) by any third party dealing with Mapleton Education Foundation
Receiving remuneration for services with respect to individual transactions involving Mapleton Education Foundation
Using Mapleton Education Foundation’s time, personnel, equipment, supplies, or good will other than for approved Mapleton Education Foundation activities, programs, and purposes
Receiving personal gifts or loans from third parties dealing with Mapleton Education Foundation. Receipt of any gift is disapproved except gifts of nominal value that could not be refused without discourtesy. No personal gift of money should ever be accepted.
D. Interpretation of This Statement of Policy
The areas of conflicting interest listed in Section C, and the relations in those areas that may give rise to conflict, as listed in Section B, are not exhaustive. Conceivably, conflicts might arise in other areas or through other relations. It is assumed that the trustees, officers, and management employees will recognize such areas and relation by analogy.
The fact that one of the interests described in Section C exists does not mean necessarily that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material that upon full disclosure of all relevant facts and circumstances that it is necessarily adverse to the interests of Mapleton Education Foundation.
However, it is the policy of the board that the existence of any of the interests described in Section C shall be disclosed on a timely basis and always before any transaction is consummated. It shall be the continuing responsibility of board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
E. Disclosure Policy and Procedure
Disclosure should be made according to Mapleton Education Foundation standards. Transactions with related parties may be undertaken only if all of the following are observed:
A material transaction is fully disclosed in the audited financial statements of the organization;
The related party is excluded from the discussion and approval of such transaction;
A competitive bid or comparable valuation exists; and
The organization’s board has acted upon and demonstrated that the transaction is in the best interest of the organization.
Disclosure involving directors should be made to the Board.
The board shall determine whether a conflict exists and is material, and in the presence of an existing material conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to Mapleton Education Foundation. The decision of the board on these matters will rest in their sole discretion, and their concern must be the welfare of Mapleton Education Foundation and the advancement of its purpose.
