The purpose of the following policy and procedures is to complement the Newton-Needham Chamber of Commerce bylaws to prevent the personal interest of staff members, board members, and volunteers from interfering with the performance of their duties to the Chamber, or result in personal financial, professional, or political gain on the part of such persons at the expense of the Chamber or its Members, supporters, and other stakeholders.
Definitions: Conflict of Interest (also Conflict) means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust. Persons in a position of trust include staff members, officers, and board members of the Newton Needham Chamber of Commerce. Board means the Board of Directors. Officer means an officer of the Board of Directors. Volunteer means a person — other than a board member — who does not receive compensation for services and expertise provided to the Chamber and retains a significant independent decision-making authority to commit resources of the organization. Staff Member means a person who receives all or part of her/his income from the payroll of the Chamber. Member means an employee of an organization that pays membership dues to the Chamber.
POLICY AND PRACTICES
Full disclosure, by notice in writing, shall be made by the interested parties to the full Board of Directors in all conflicts of interest, including but not limited to the following:
Following full disclosure of a possible conflict of interest or any condition listed above, the Board of Directors shall determine whether a conflict of interest exists and, if so the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect the Chamber’s best interests. Both votes shall be by a majority vote without counting the vote of any interested director, even if the disinterested directors are less than a quorum provided that at least one consenting director is disinterested.
A Board member or Committee member who is formally considering employment with the Chamber must take a temporary leave of absence until the position is filled. Such a leave will be taken within the Board member’s elected term which will not be extended because of the leave. A Board member or Committee member who is formally considering employment with the Chamber must submit a written request for a temporary leave of absence to the Chair of the Board, c/o the Chamber office, indicating the time period of the leave. The Chair will bring the request to the Board for action. The request and any action taken shall be reflected in the official minutes of the Board meeting.
An interested Board member, officer, or staff member shall not participate in any discussion or debate of the Board of Directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present board or committee member.
Anyone in a position to make decisions about spending the Chamber’s resources (i.e., transactions such as purchases contracts) – who also stands to benefit from that decision – has a duty to disclose that conflict as soon as it arises (or becomes apparent); s/he should not participate in any final decisions.
A copy of this policy shall be given to all Board members, staff members, volunteers or other key stakeholders upon commencement of such person’s relationship with or at the official adoption of stated policy. Each board member, officer, staff member, and volunteer shall sign and date the policy at the beginning of her/his term of service or employment and each year thereafter. Failure to sign does not nullify the policy.
This policy and disclosure form must be filed annually by all specified parties.