Transition Joshua Tree Policy on Conflicts of Interest and Self-Dealing
Transition Joshua Tree (TJT) seeks in this statement of policy and procedure to provide guidance
to [[CC members, working group members and voting members]] of TJT in matters that may
raise conflicts of interest questions. The intent of this policy is to enable [[CC members, working
group members and other decision-making members]] to recognize situations that may raise
conflicts and self-dealing questions, and to ensure that such situations are properly disclosed,
reviewed and resolved.
These standards and established procedures are intended to assure that transactions that involve
personal or private interests of group members are beneficial to TJT and conducive to its
purposes, aims and goals. They allow transactions that benefit TJT and also personally benefit
one or more TJT members to take place using proper procedures and with simplicity, clarity and
ease.
The policy (1) defines conflicts of interest and self-dealing, and (2) provides standards and
procedures by which [[CC members, working group members and other decision-making
members]] of TJT can assess and make decisions in matters that may raise conflicts of interest or
self-dealing questions.
Conflicts of Interest
Definition of Conflict of Interest
A TJT [[CC members, working group members and other decision-making members]] is
considered to have a conflict of interest when she or he, or any immediate family member or
associated entity of the member, has a financial interest in an activity that involves the member’s
responsibilities as a TJT [[CC members, working group members and other decision-making
members]].
Conflicts of Interest Policy
1. TJT may enter no contract or other transaction in which a voting member, or any family
member or associated entity, has a financial interest, and may not commit resources of time,
money or other thing of value to a project in which a voting member, or any family member or
associated entity, has a financial interest, unless:
(a) (i) All the material facts concerning the financial interest are disclosed to the [[CC or
general membership of TJT]], (ii) and all the material facts concerning the personal financial
interest of the [[CC members, working group members and other decision-making members]]
are recorded in the minutes of a meeting in which the contract, other transaction or project is
considered, and (iii) the [[CC or general membership of TJT]] thereafter authorize, approve,
or ratify the contract, transaction or project in good faith by a [[vote or consent]] sufficient for
the purpose without counting the [[vote or consent]] of the financially interested member or
members; and
(b) The contract or transaction is just and reasonable for TJT; and
(c) The contract or transaction is consistent with and conducive to TJT’s purposes, aims and
goals at the time it is authorized or approved by the [[CC or other decision-making
members;]] and
(d) Arrangements more advantageous to TJT could not have been made with reasonable
effort, and TJT’s involvement in any proposed project or transaction does not interfere with
any project or transaction that is more conducive to realization of TJT’s purposes, aims and
goals at the time of authorization or approval.
Self-Dealing
Self-Dealing Policy
TJT may engage in no self-dealing transactions with a [[CC members, working group members
and other decision-making members]] of TJT.
Definition of Self-Dealing Transaction
1. A self-dealing transaction means a transaction to which TJT is a party and in which a [[CC
members, working group members and other decision-making members]] has a material
financial interest, unless the conditions of paragraph (2) or (3) of this definition (immediately
below) are met.
2. A transaction is not a self-dealing transaction if the transaction is part of a public or charitable
program that benefits a class of which [[CC members, working group members and other
decision-making members]] or their families are members, and that are approved or authorized in
good faith and without favoritism; or
3. A transaction is not a self-dealing transaction if, after consideration of all the material facts
concerning the financial interest and the proposed transaction or project, are recorded in the
minutes of a meeting in which the transaction or project is considered:
(a) The [[CC or other decision-making members]] authorize, approve, or ratify the transaction
or project in good faith by a [[vote or consent]] sufficient for the purpose without counting the
[[vote or consent]] of the financially interested member or members; and
(b) TJT entered into the transaction or undertook the project of which the transaction is a part
for its own benefit and/or to serve its purposes, aims and goals; and
(c) Arrangements more advantageous to TJT could not have been made with reasonable
effort, and TJT’s involvement in any proposed project or transaction in which a [[CC
members, working group members and other decision-making members]] has a financial
interest does not interfere with any project or transaction that is more conducive to realization
of TJT’s purposes, aims and goals at the time of authorization or approval.
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Disclosure and Review Procedures
1. If a [[CC members, working group members and other decision-making members]] finds that
she or he is faced with a possible conflict of interest, the member shall disclose all the material
facts in writing to the CC, or shall disclose all the material facts at a meeting of the [[CC or other
decision-making members]]. The written disclosure may be delivered to CC members generally
or to any CC member. For purposes of disclosure and review, a possible self-dealing transaction
by definition presents a conflicts of interest question.
2. The [[CC or decision-making members]] shall review all the disclosed material facts and the
circumstances surrounding the possible conflict and shall make a determination as to whether an
actual conflict exists. If a conflict is found to exist then, in order to avoid the conflict or potential
conflict, the [[CC]] shall present the information to the member, with the suggestion that the
member recuse herself or himself from any further discussions, deliberations, [[voting or
consent]] on the matter, and from presence at meetings in which the matter is discussed.
3. If an interested [[CC members, working group members and other decision-making members]]
fails to disclose all the material facts concerning a possible conflict of interest or either in writing
to the CC or at a CC meeting, any [[CC members, working group members and other decisionmaking members]] may raise the matter in writing to the CC, or may raise the matter at a CC
meeting. The written disclosure may be delivered to CC members generally or to any one CC
member. Procedures as outlined above when the member makes disclosure shall subsequently be
followed.
4. A person who has a conflict of interest or potential conflict of interest with respect to a
contract, other transaction or project that will be [[voted on or considered for consent]] at a
meeting shall not be counted in determining the presence of a quorum for purposes of the [[vote
or consent]].
5. A person who has a conflict or interest or a potential conflict of interest shall not participate in
any discussion of the conflict or potential conflict or the matter to which it relates, be present in
the meeting during any such discussion, [[vote on or participate in giving consent to]] the
contract, transaction or project, be present when the [[vote or consent]] is taken, or be permitted
to hear the [[CC’s, working group’s or other decision-making members’]] discussion of the
matter except to disclose material facts and to respond to questions. The interested or potentially
interested person shall not attempt to exert his or her personal influence with respect to the
matter, either at or outside group meetings. The person’s absence from the meeting and
ineligibility to [[vote or consent]] shall be reflected in the minutes of the meeting.
6. No TJT working group may authorize, approve or ratify any contract, transaction or project
that implicates a possible conflict of interest or self-dealing transaction without the prior
approval of the [[CC or other decision-making members]].
7. A [[CC members, working group members and other decision-making members]] has a
conflict of interest when she or he stands for election as a CC member or [[when any decision is
made concerning the person’s ongoing membership in any capacity.]]
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