YORK COUNTY COMMUNITY FOUNDATION. Code of Conduct and Conflict of Interest Policy

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1 YORK COUNTY COMMUNITY FOUNDATION Code of Conduct and Conflict of Interest Policy Statement of Policy Purpose The York County Community Foundation (the Foundation ) believes that effective nonprofit governance depends on deliberate, thoughtful, and disinterested decision-making by members of the Foundation Board of Directors and Foundation Staff and Committee members, whether decisions involve matters of organizational policy, grant approvals, or prudent investment of Foundation funds. The Foundation also recognizes that the ability to make appropriate decisions for the organization may be impacted by the personal and professional interests of the decision-makers. It is critical to the viability of the Foundation that it maintain the confidence and integrity of the community it serves. Therefore, every effort must be made to avoid the appearance of impropriety in the conduct of the Foundation s affairs and in the implementation of its policies. For this reason, the Foundation has adopted a Code of Conduct (the Code of Conduct ) and Conflict of Interest Policy (the Conflicts Policy ). All Staff, Board Members, and Committee Volunteers are required to sign an annual acknowledgement of receipt of this policy. Adoption of Code of Conduct and Implementation of Conflicts Policy The Foundation Board desires to provide Board members, Staff, and Committee members with a practical guide for their conduct in the Foundation s affairs. Conduct is to be reviewed by reference to the Foundation Conflicts Policy. The Foundation Code of Conduct focuses on problems caused by, and resolutions for, conflicts of interest. Undue influence and favoritism are risks inherent in conflict of interest situations. Foundation actions, or the Foundation s decisions not to act, should be defensible and based upon the best judgment of the individuals involved, without any bias. In conducting Foundation affairs, a conflict of interest shall be presumed when a person to whom this policy applies or a member of his/her immediate family serves as a trustee, officer, staff member, or holder of corporate stock of an affected organization or firm; has a formal affiliation or interest in an affected organization or firm; or could expect financial gain or loss from a particular decision. The Code of Conduct requires full disclosure and, where applicable, abstention from voting. Full disclosure significantly reduces misunderstandings or subsequent conflict of interest claims. The Foundation will not make discretionary grants to, or contract with, organizations which employ affiliated persons, except if the President, with the concurrence of the Chair of the Board of Directors, determines that the work of the Foundation would be furthered thereby or the job or compensation of the affiliated person(s) would not be affected thereby. In no event shall the affiliated person(s) participate in any manner in the decision-making process for such discretionary grant. No significant personal benefit of any nature may be derived by any affiliated person from any organization. The disclosure and abstention principles stated below do not apply to cases where a grant application is rejected by Staff in accordance with established Foundation policy.

2 I. Definitions. Policy A. Board member shall, for purposes of this Conflicts Policy, mean the Board member, the Board member s spouse, any dependent of the Board member and any member of the Board member s household. B. Financial interest shall, for purposes of this Conflicts Policy, mean (i) an ownership or investment interest or any property interest in any business or (ii) a compensation arrangement with any business or property interest. C. Directly or indirectly shall, for purposes of this Conflicts Policy, mean the Board member or any business enterprise in which the Board member has a financial interest or with which the Board member is involved as a director, officer, employee, partner or member. D. Senior Staff shall, for purposes of this Conflicts Policy, mean the President and members of the management team (Vice president, Chief Financial Officer, and others as may from time to time be appointed). II. Board of Directors. A. Financial Interests. The following policies shall govern those situations in which a Board member has a direct or indirect financial interest. 1. Restriction on Transactions. No Board member shall engage directly or indirectly in the sale, exchange, or transfer of goods, leasing of property, providing of services, or other business transaction with the Foundation without (i) disclosing the terms of the transaction to the Board, (ii) abstaining from voting on such transaction, and (iii) assuring the Foundation that the cost of the transaction to the Foundation is no less favorable than that which is available to the general public. 2. Disclosure and Abstention. A Board member who has a direct or indirect financial interest in any action or policy under consideration by the Board shall disclose such interest to the President and the Board prior to the meeting at which such action or policy is being considered and shall abstain from voting on such action or policy. When the Board is deciding an issue about which a Member has a conflict of interest, that Member shall physically absent herself or himself without comment from the deliberation of the issue and the vote. In no case shall that Board member attempt to influence the outcome of the decision. 3. Examples. A. A Board member is a money manager by profession. The Foundation wishes to retain the Board member to manage a portion of its investment portfolio. The Board member shall disclose the proposed arrangement and shall abstain from voting when the proposal is considered by the Board. B. A Board member is a director or a paid officer or employee of a financial institution being considered for retention as the Fiscal trustee of the Foundation. The Board member shall disclose the relationship and shall abstain from voting when the matter is considered by the Board.

3 C. A Board member whose spouse is an investor in a business enterprise with which the Foundation is considering a contractual relationship for goods or services shall disclose the relationship and shall abstain from voting when the matter is considered by the Board. B. Affiliations with Grant Recipients. The following policies shall govern those situations in which a Board member has an affiliation with a grant applicant. 1. Disclosure and Abstention. Each member of the Board is under an obligation to the Foundation and to his or her fellow members of the Board to inform them of any affiliation the Board member has or may have with any grant applicant. An affiliation shall exist when a Board member serves as a trustee, director or officer of, or in any other official capacity with, any grant applicant. When the Board Member is to decide upon an issue about which a Member has a conflict of interest, that Member shall physically absent herself or himself without comment from the deliberation of the issue and the vote. 2. Procedure. The Foundation shall distribute to each Board member at the initial meeting of each year a questionnaire requesting each Board member to list all affiliations (volunteer or paid) which the Board member has with any other York County nonprofit organization or governmental body. The Board member shall timely cause such questionnaire to be updated during the year by notifying the Foundation s President of any additional affiliations which may occur during the year. C. Disqualification From Service. The Foundation recognizes that it is difficult to recruit knowledgeable and concerned Board members who do not also have an affiliation with other York County nonprofit organizations. Therefore, all nominations for Board or Committee membership of an individual who is also a paid officer or employee of another York County nonprofit organization or governmental body shall be reviewed and approved by the Executive Committee prior to submission of the individual s name to the Board and the membership for consideration and election to the Board or Committee. III. Staff. A. Service to Other Organizations. A staff member may serve as an unpaid consultant to other charitable organizations and may undertake speaking engagements and write articles, provided that the time consumed in such activities does not detract from his or her responsibilities as an employee of the Foundation and is not otherwise inconsistent with the terms of his or her employment with the Foundation. B. Restriction. Senior staff members are responsible for advising the President in writing of any financial interest or affiliation the Senior Staff member has with any nonprofit organization or governmental body, whether it be as a consultant, officer, director, employee, equity owner, or otherwise; and no Senior Staff member shall participate in the consideration of any transaction between the Foundation and such organization or body. No Senior Staff member shall engage in any direct sales, exchanges or transfers of goods, leasing of property, providing of services, or other business transaction with the Foundation other than the providing of the services for which the Senior Staff member has been employed by the Foundation.

4 IV. Committee Members. Each member of a Foundation Committee is under an obligation to inform the Committee and its chairperson of any affiliation or financial interest the committee member, his or her spouse, dependent, or member of his or her household has or may have with an applicant for a grant or with any entity or individual in or seeking a relationship with the Foundation or an action from it that might cause the committee member to act other than on the merits of the matter before the Committee. A. Disqualification From Service. Paid employees of York nonprofit organizations will be prohibited from serving as members of the Foundation s Distribution Committee. B. Disclosure and Abstention. When the committee is deciding an issue about which the Member has a conflict of interest, that committee member shall physically absent herself or himself without comment from the deliberation of the issue and the vote. In no case shall that member attempt to influence the outcome of the decision. C. Disqualification From Receiving Funds. Members of Foundation grant-making committees who are employed by a nonprofit organization are prohibited from submitting grant proposals or receiving grant funds for that organization from that committee with which they serve. Approved and Adopted by the Board of Directors March 17, 2016

5 YORK COUNTY COMMUNITY FOUNDATION Code of Conduct and Conflict of Interest Policy Verification of Understanding I hereby acknowledge that I have received a copy of York County Community Foundation Code of Conduct and Conflict of Interest Policy which describe my responsibilities as a Board member/staff member/volunteer associated with the Foundation. I have read and understand the York County Community Foundation Code of Conduct and Conflict of Interest Policy and am fully aware of my obligations at all times to fully comply with the provisions that are outlined in such documents. Date Signature Name (Please print) Position: Please circle one Board member Staff member Committee volunteer