The St. Joe Community Foundation recognizes that effective governance of the Foundation depends on deliberate, thoughtful, and disinterested decision making by its trustees and officers, whether the decisions involve far-reaching matters of organizational policy, approval of a major transaction, or the wise investment of funds. The Foundation is entitled to the best judgment of its trustees and officers, whatever the subject, and that judgment will certainly be affected if the trustees and officers have a personal agenda that conflicts with the best interests of the Foundation. Moreover, the Foundation's work in the community depends on the community's continued trust and confidence in the integrity of the Foundation; likewise, the integrity of the Foundation is grounded in fair and responsible decision-making by its trustees and officers.
The Board of Directors of the Foundation believes it is in the best interest of the Foundation to establish a clear and concise conflict of interest policy. Therefore, it has set forth the standards and guidelines of conduct for all Foundation trustees and officers with respect to conflicts of interest.
This conflict of interest policy is intended to promote the avoidance of conflicts of interest and of the appearance of impropriety by Foundation trustees and officers. It sets the rules for conduct, including disclosure by trustees and officers of personal or financial interests which may affect the business of the Foundation; identifies actions incompatible with the Foundation's best interests; and establishes a process for remedying any breach of these guidelines.
Conflict of Interest: A situation in which a Foundation associate (or anyone with whom the Foundation associate has a close personal or business relationship) has a personal or financial interest in a matter which is the subject of official action by the Foundation. A Foundation associate shall be deemed to have a conflict of interest if he or she (or anyone with whom the trustee or officer has a close personal or business relationship) would be adversely affected or benefit from the action of the Foundation in a manner substantially different from the general public. A conflict of interest shall not arise as to any action or recommendation by the Foundation in which a Foundation associate shares the same personal or financial interest as the entire membership of a common class of the general public.
Foundation associate(s): all trustees, officers and staff of the Foundation.
The following policy shall apply to all Foundation associates:
Foundation associates should attempt to minimize and avoid any conflict of interest and the appearance of any conflict of interest. To this end, Foundation associates should be fully aware of the extent of his or her personal or financial interests, or the interests of any organizations on which he or she serves as a director, trustee or official.
No Foundation associate shall use his or her position, or the knowledge gained therefrom, in such a manner as to give rise to a conflict of interest.
Foundation associates have a duty to place the interest of the Foundation foremost in any dealings with the Foundation and have a continuing responsibility to comply with the requirements of this policy until their association with the Foundation ceases.
Foundation associates may not obtain for themselves, or for anyone with whom the trustee or officer has a close personal or business relationship, an improper personal benefit of any kind from their association or employment with the Foundation.
No loans shall be made by the Foundation to Foundation associates or to anyone with whom a Foundation associate has a close personal or business relationship. Any Foundation associate who assents to or participates in the making of any such loan shall be personally liable to the Foundation for the amount of such loan until the repayment thereof.
If a Foundation associate has a good faith belief that he or she or anyone with whom the Foundation associate has a close personal or business relationship has a conflict of interest or a potential conflict of interest, he or she must make full disclosure of the material facts of such conflict of interest at the earliest possible time.
Disclosures ordinarily should be made to the President of the Foundation by members of the staff and to the Board of Trustees by members of the Board. Formal notation of disclosures shall be part of the process.
Conflicts of interest and potential conflicts of interest will be reviewed and resolved by the Board of Trustees in a process to be determined by the Board.
In all situations in which disclosure of conflicts of interest or potential conflicts of interest should be made, the affected Foundation associate should abstain from decision-taking actions, and that abstention should be formally noted in the Foundation’s minutes. With disclosure to other participants, the work of the Foundation is furthered by the willingness of its employees and trustees, however interested, to share information bearing upon the matter under consideration. Such participation is encouraged.
In the event there is a breach of this policy or an allegation of a breach, the matter shall be reviewed and considered by the Board. In its review of the matter the Board shall decide what remedy, if any, is appropriate and the Foundation shall impose the remedy.