It is the purpose of this Conflict of Interest Policy (the “Policy”) to promote full disclosure to the Topsham Public Library (the “Corporation”) of all Conflicts of Interest and other matters which may affect the decisions and actions of its Board of Trustees (the “Board”).
II. Conflict of Interest Transactions
A. General Statement of Policy
The Corporation shall not participate in a transaction in which a trustee has a Conflict of Interest, unless such a transaction is approved in accordance with this Policy.
- Conflict of Interest: A Conflict of Interest is a direct or indirect financial interest or a personal interest of a trustee in any transaction in which the Corporation is participating.
- Financial Interest: A trustee has a financial interest if that individual, directly or indirectly, or through business or family has:
- an ownership or investment interest in any entity with which the Corporation is participating in a transaction;
- a compensation agreement with any entity or individual with which the Corporation is participating in a transaction;
- a potential ownership or investment interest or compensation agreement with any entity or individual with which the Corporation is negotiating a transaction; or
- any other material financial interest in the transaction or potential transaction.
- Personal Interest: A personal interest exists in situations where there is a divergence between a trustee’s personal interests and his or her fiduciary or professional obligations to the Corporation. A trustee has a personal interest when an independent observer would reasonably question whether the trustee’s corporate actions or decisions are determined primarily by consideration of personal gain, financial or otherwise, adverse to the interests of the Corporation.
C. Disclosure of Conflict of Interest
It is the responsibility of each trustee to disclose on a timely basis any matters which may give rise to a Conflict of Interest, or which may otherwise prevent the trustee from performing his or her duties in accordance with applicable law and this Policy.
D. Procedure for Approval of a Conflict of Interest Transaction
All Conflict of Interest transactions must be approved in accordance with this Policy.
- Timing: Approval may be given before or after the Conflict of Interest transaction has occurred.
- Standard: A Conflict of Interest transaction may be authorized, approved or ratified by the Board or a committee of the Board if:
- the material facts of the transaction and the trustee’s financial or personal interest are known; and
- it is fair and equitable to the Corporation as of the date the transaction is authorized, approved or ratified.
- Participants in Approval: Approval of a Conflict of Interest transaction must be by affirmative vote of a majority of the members of the Board or a committee of the Board who have no interest, financial or otherwise, in the transaction. A single trustee cannot approve a Conflict of Interest transaction.
- Quorum: If a majority of the trustees who have no interest, financial or otherwise, vote to approve a Conflict of Interest transaction, a quorum is present for taking action under this Policy.
- Approval by Attorney General or Superior Court: If the Board is unable to make a decision regarding a Conflict of Interest transaction, one or more Board members may request approval by the Maine Attorney General or the Maine Superior Court.
- Compensation: This Policy does not affect the ability of the Board to award reasonable compensation to trustees for their services as trustees, or in any employment capacity.
III. Composition of the Board of Trustees
No more than 49% of the individuals on the Board may be financially interested. For the purpose of this Article III only, a financially interested person is one who individually or whose immediate family received or is entitled to receive compensation for personal services rendered to the Corporation within the previous 12 months, whether as employee, independent contractor or otherwise. A financially interested Board member shall disclose the existence of his or her financial interest to the Board, as soon as such interest becomes known to such member.
IV. Periodic Reviews
From time to time, the trustees of the Corporation shall take reasonable steps to assure that every trustee has read, understood, and agreed to comply with this Policy, which may include the requirement that all trustees sign a written statement acknowledging the above and agreeing to be bound by this Policy.
Approved June 10, 2008