W&S Draft 6/4/10
FRIENDS OF THE ORLAND PARK LIBRARY
CONFLICT OF INTEREST POLICY
Friends of the Orland Park Library recognizes that members of its Board of Directors
may have personal or professional interests or activities that may constitute or have the potential
of creating conflicts of interest. Therefore, this policy is established to apply to such situations.
I.
Board Members
This policy applies to members of the Board of Directors and their committees and
subcommittees, which advise, recommend, or decide on the investment or expenditure of funds
of non-parish entities, which are owned and operated, controlled by, or supervised by Friends of
the Orland Park Library. For purposes of this statement all such individuals are referred to as the
“Directors” and the group to which such individuals belong is referred to as the “Board of
Directors.”
II.
Responsibilities
Directors owe a duty of loyalty and fiduciary responsibility to the specific entity they
serve and to Friends of the Orland Park Library. The duty of loyalty means that in matters
related to their board activities, Directors will act in the best interests of Friends of the Orland
Park Library and will respect the confidentiality of information gained in the course of board
activities. The duty of fiduciary responsibility means that a Director will expressly abstain from
advising the Board of Directors in matters in which the Director has a direct or indirect financial
interest or in which the potential for a conflict of interest otherwise exists.
III. Financial interest
A direct financial interest is the receipt of remuneration of any sort. An indirect financial
interest exists if a party transacting business with Friends of the Orland Park Library is an entity:
(a) in which the Director or a member of his/her immediate family has a material
financial interest;
(b) with which the Director or a member of his/her immediate family has a substantial
business relationship; or
(c) of which the Director or a member of his/her immediate family is an officer, director,
trustee or general partner.
The definition of “immediate family” includes any individual living within the household
of the member. A person who holds more than five percent (5%) of the outstanding ownership
of a company is considered to have a material financial interest in that company. A person who
leases or sells to an entity or acquires from it any interest in real estate or personal property
worth more than $10,000 is considered to have a material financial interest in that entity.
IV. Transaction
A Director may be a direct or indirect party to a transaction which might create or provide
the appearance of a conflict of interest, as above defined, if:
(a) the transaction is a fair one;
(b) the material facts of the transaction and the Director’s interest or relationship are fully
disclosed or known to the Board; and
(c) the Director with a direct or indirect interest does not participate in or attempt to
influence the decision of Friends of the Orland Park Library’s Administration or
Board related to said transaction.
Without the express approval of the Chairperson of the Board, a Director may not receive
directly or indirectly any payments, loans or gifts above a value of $500 from anyone engaged in
activities with Friends of the Orland Park Library for which they receive remuneration with
respect to an issue that has been deliberated by Friends of the Orland Park Library's
administration or the Board.
V.
Disclosure of Financial interest
If, at any time, a Director becomes aware that the Board may or shall discuss or act upon
any transaction or arrangement which may have any bearing of any kind upon, or may relate in
any manner to, a financial interest of the Director, such Director shall disclose such financial
interest to the Board as follows:
(a) the Director shall provide to the Board, in advance of such discussion or action by the
Board, written disclosure of the existence, nature and extent of the Director's financial
interest; or
(b) if written disclosure cannot be provided in advance, e.g., in situations where the
Director does not realize the nature of the transaction or arrangement to be discussed
or acted upon until discussions have already begun, the Director shall verbally inform
the Board immediately upon such Director’s realization that the transaction or
arrangement may bear upon or relate to a financial interest of the Director, and shall
provide such written disclosure to the Board at the soonest practicable time thereafter.
Any and all written or verbal disclosures of financial interests shall be made a formal part
of the minutes of the Board. Notwithstanding the foregoing, a Director shall not be required to
disclose any financial interest which, in the exercise of such Director’s reasonable judgment, is
so de minimis that it would not under any circumstances influence, or appear to influence, the
Director’s judgment or actions with respect to the proposed transaction or arrangement to be
discussed and/or acted upon by the Board.
VI.
Written Acceptance
At the first meeting of the Board of Directors subsequent to the annual election of
members of the Board, each member of the Board of Directors shall sign a written statement
certifying all of the following:
(a)
(b)
(c)
(d)
he or she has received a copy of this Policy;
he or she has read and understands this Policy;
he or she agrees to comply with this Policy;
he or she understands that this Policy applies to all committees and subcommittees
having Board-delegated powers; and
(e) he or she understands that the Corporation is a charitable organization, and that, in
order to maintain the tax exempt status of the Corporation under Section 501 (c)(3) of
the Internal Revenue Code of 1986, as amended, the Corporation must continuously
engage primarily in activities which accomplish one or more of its tax-exempt
purposes.
Any member of the Board of Directors who refuses or fails to sign such a statement shall
be prohibited from participating in discussion or action by the Board of Directors and/or the
Board.
I, ______________________________________, hereby state that I have received a
copy of the conflict of Interest Policy for Directors to Friends of the Orland Park Library. I have
read and understand the Policy and agree to abide by it during my tenure on the Board of
Directors and all committees and subcommittees having Board-delegated powers on which I
serve.
I understand that Friends of the Orland Park Library is a charitable organization, and that,
in order to achieve and maintain the tax exempt status of the Corporation under Section 501
(c)(3) of the Internal Revenue Code of 1986, as amended, the Corporation must continuously
engage primarily in activities which accomplish one or more of its tax-exempt purposes
If I become aware of an actual or potential conflict of interest regarding a transaction
coming before the Board of Directors on which I sit, I will notify the Chairperson of the Board.
If I later become aware of an actual or potential conflict of interest at a later time, I shall
promptly disclose the circumstances to the Chairperson of the Board.
DISCLOSURES IF APPLICABLE:
__________________________
Date
CHI 2270397v1
____________________________________
Signature