This policy applies to the governing body of Aqua Clara International (hereinafter “directors”), officers, members of management staff and designated members of applicable partner organizations.
Persons responsible for leading or managing Aqua Clara International and/or entities in which the institute is directly or indirectly the sole member or partner (herein collectively “Aqua
Clara International”), must conduct their personal affairs in a manner consistent with their duties to the safe water institute. This policy defines those duties as they relate, in particular, to conflicts of interest, and prescribes the manner in which such conflicts should be handled. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit corporations.
Conflict of interest – any circumstance, relationship (financial or otherwise), activity, demand or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to make objective decisions on behalf of the Safe Water Institute; and/or act in the best interests of ACI in a manner consistent with the tax exempt purposes of the organization.
Financial interest – a person (or members of his/her family) has directly or indirectly, through business or investment:
Has an ownership or investment interest in any organization or entity with which ACI either has or is considering a transaction or arrangement; or
Has a compensation arrangement with ACI or with any entity or individual with which the institute either has or is considering a transaction or arrangement. Compensation arrangements include direct and indirect remuneration. This definition does not include the acceptance of items of nominal or minor value that are clearly tokens of respect or friendship, ordinary business meals and business entertainment or items received at public events.
Management staff – management staff means, for the purposes of this policy, any executive or other staff member engaged in a management role for the organization who may influence transactions or arrangements, or any persons with board-delegated powers.
THE DUTY OF LOYALTY
The ACI directors, officers, and members of the management staff owe the corporation a duty of loyalty. This duty requires that they:
Maintain confidentiality and not disclose information about the Institute’s plans or business unless they are already known by the public or are of public record;
Candidly disclose any conflicts of interest with the organization, abstain from participating in the consideration of or action upon any transaction involving such a conflict, and otherwise facilitate informed and disinterested review of any such transactions by the board of directors and management; and
Not participate in a transaction which they know to be a corporate opportunity (e.g. a transaction in which the Institute might want to participate if it had knowledge of it) without first timely disclosing it to the board of directors in sufficient detail to permit it to be evaluated.
The best interests of ACI must prevail over the personal interests of the corporation’s directors, officers and members of the management staff.
CONFLICT OF INTEREST PROCEDURES
It is neither practical nor desirable for ACI to avoid all transactions involving a potential conflict of interest. However,ACI must avoid transactions in which its corporate interest may be subverted to the financial advantage of a person responsible for leading or managing the corporation. The organization’s best interest must be protected by full disclosure of any conflict of interest and by the abstention of a person having a conflict of interest from any vote involving that conflict.
DUTY TO DISCLOSE
A director, officer, or member of the management staff who has a financial interest in a proposed transaction or arrangement involving the Institute or any of its affiliates or partner organizations must disclose the existence of his or her financial interest and all relevant facts concerning that interest to the board of directors and members of Institute committees considering the proposed transaction or arrangement.
In the case of a member of the board of directors, written notice delivered to all other directors or oral notice given at a duly convened meeting of the board of directors shall constitute sufficient disclosure. In the case of officers and members of the management staff, written or oral notice delivered to the chief executive officer of the Institute or his or her designee shall constitute sufficient disclosure, and the chief executive officer shall convey any such disclosures made to any decision-making bodies as appropriate in order to address such potential conflict of interest.
A director, officer, or member of the management staff shall not be required to disclose:
An interest that arises solely from the receipt of compensation for services performed within the normal scope of his or her employment or association with ACI; or
An interest that arises from the ownership of five (5) % or less of the voting stock of a corporation or the right to receive five (5) % or less of the net profits of a partnership, association or other business conducted for profit.
A director, officer, or member of the management staff who first learns of his or her financial interest in a proposed transaction after that proposed transaction has already been considered by the Board of Directors or a committee shall disclose his or her financial interest at or before the first meeting of the Board of Directors or the after he or she learns of that financial interest.
No director, officer, or member of the management staff shall approve or order on behalf of ACI or any of its affiliates or partners any transaction or arrangement in which he or she has a financial interest without the express approval of the Board of Directors. No director, officer, or member of the management Staff shall attempt to influence any person to vote or act favorably upon a Transaction in which he or she has a financial interest without first disclosing that Interest.
PROCEDURES FOR RESOLVING CONFLICTS OF INTEREST
A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the Board of Directors or committee considering that transaction or arrangement, but after that presentation he or she shall leave the meeting during discussion and voting on that proposed transaction or arrangement. The person having the financial interest shall not be counted in determining whether a quorum is present.
The Chairman of the Board of Directors or appropriate committee chairman shall, if appropriate, appoint a disinterested person or committee (including outside advisors) to investigate alternatives to the proposed transaction or arrangement, and to advise whether the proposed transaction or arrangement is in the Institute’s best interest.
The Board of Directors or committee shall exercise due diligence to determine whether the Institute can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board of Directors or appropriate committee chairman shall determine by a majority vote of the disinterested directors and/or committee members whether the proposed transaction or arrangement is in the Institute’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Institute, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
The minutes of the meetings of the Board of Directors and all ACI committees shall set forth:
The names of the persons who disclosed a financial interest in a proposed transaction or arrangement involving the Institute or any of its affiliates or partners and the nature of the financial interest; and
The names of the persons who were present for discussions and votes relating to such transaction or arrangement, including any discussion of alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with that matter. The votes of individual members need not be recorded unless otherwise directed by the Board of Directors or committee.
VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY
If the Board of Directors or a committee has reasonable cause to believe that a director, officer, or member of the management staff of ACI has failed to disclose a financial interest as required by this policy, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
If, after hearing the response of the director, officer, or member of the management staff and making such further investigations may be warranted in the circumstances, the Board of Directors or committee chairman determines that the person has in fact failed to disclose a conflict of interest, it shall take appropriate disciplinary and corrective action.
A voting member of any committee whose responsibility includes compensation matters and who receives compensation, directly or indirectly, from ACI for services shall not vote on matters pertaining to that member’s compensation.
Each director, officer, or member of the management staff of ACI and each member of an ACI committee shall annually complete and furnish to the Chairman of the Board of Directors (or his or her designee) a disclosure statement listing then-known existing and potential conflicts of interest. Such statement shall affirm that the person has received a copy of this policy, has read and understands this policy, has agreed to comply with this policy, and understands that ACI is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. This process is intended to facilitate the resolution of conflicts of interest, and not to be burdensome or time consuming. The questionnaire must be completed in good faith to the best of the individual’s knowledge and awareness. The fact that a disclosure statement has been completed does not relieve an individual of the duty to disclose a conflict of interest before action is taken on any transaction to which that conflict of interest may be relevant.
Aqua Clara International reserves the right to alter, amend, modify or eliminate this policy/procedure/program at any time without prior notice in compliance with Institute policy.
Authored by: Harry J. Knopke, Ph.D. President
Approved by: Safe Water Institute Board of Directors
AQUA CLARA INTERNATIONAL
ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT
AND CONFIDENTIALITY AGREEMENT
FILING PERIOD (CHECK ONE): _____ INITIAL ___ ANNUAL ____ SPECIFIC EVENT
DATE RECEIVED: ________________________
DEFINITIONS: Terms used herein shall have the meanings set forth in the Conflict of Interest Policy accompanying this form.
Please answer the following questions to the best of your knowledge and awareness:
1. DISCLOSURE OF FINANCIAL INTEREST. Please fill out a new Disclosure Statement each time you become aware of a financial interest.
a. Do you (or members of your immediate family) have an ownership or investment interest in any entity which has a transaction, relationship or arrangement with ACI or competes with ACI and/or an affiliate or partner organization thereof (hereafter collectively “Aqua Clara International”):
Yes _____ No _____
If “yes” name, on a separate sheet, all such entities, the approximate amount (e.g., dollar amount, number of shares, percentage of ownership, etc.) of your interest and the nature of the arrangement and/or competition with the Safe Water Institute.
b. Do you (or members of your immediate family) have a compensation arrangement with any entity or individual with which ACI has a transaction, relationship or arrangement or competes with the organization? Compensation includes direct and indirect remuneration as well as gifts or favors that are in excess of a total of $1,000 from an individual or entity during the past year.
Yes _____ No _____
If “yes” disclose, on a separate sheet, all such compensation arrangements.
c. Do you (or, to the best of your knowledge, do any of your immediate family members) have a potential ownership or investment interest in, or a potential compensation arrangement with, any entity or individual with which ACI is negotiating or considering a transaction or arrangement? Remember, compensation can include direct and indirect remuneration as well as gifts or favors that are in excess of amounts permitted by the Policy.
Yes _____ No _____
If “yes” disclose, on a separate sheet, all such potential interests.
2. OTHER DIRECTORSHIPS. List the names of any entity for which you serve as a member of the board of directors which has a transaction, relationship or arrangement with, or competes with ACI.
3. OTHER POSITIONS. List the names of all entities which transact business with ACI or compete with the Institute and with which you serve in any capacity (other than as director, but including directive, managerial or consultative).
4. BORROWINGS. Borrowing money or anything of value from an individual or entity which is transacting business with ACI is considered to be a conflict of interest, however, borrowing from banks, insurance companies or other recognized institutions which transact business with the Institute or terms and conditions which are offered to the general public is not considered to be a conflict of interest. List any Borrowings which may constitute a conflict of interest.
5. GIFTS. Disclose all cash gifts (regardless of the amount of cash), and any non-cash gifts which you or members of your immediate family have received from individuals or entities which transact business or seek to transact business with ACI. This does not include the acceptance of items of nominal or minor value that are clearly tokens of respect or friendship, ordinary business meals and business entertainment or items received at public events.
6. OTHER: I hereby disclose the following circumstances which may involve a possible conflict of interest:
7. CONFIDENTIALITY AGREEMENT. The undersigned recognizes and agrees that certain identified portions of board and committee meetings of ACI are conducted in strictest confidence and that from time-to-time certain matters are discussed with or disclosed to board members which are sensitive in nature, and therefore, confidential and of a proprietary nature to the Institute and potentially to its partner organizations, employees, affiliates and/or third parties with whom the Institute transacts business. Accordingly, the undersigned agrees in connection with any and all participation at meetings of the board of directors or committees of the board, as well as any and all other communications with officers and staff ofACI, to maintain any information or discussion which is specifically identified, labeled or specified as “confidential” in strictest confidence, absent specific authorization to release or disclose information to third parties by the board of directors or its President. By signature below, I also certify that neither I (nor any member of my immediate family) have disclosed or used information relating to ACI business for the personal profit or advantage of myself or any member of my immediate family.
• I hereby acknowledge receiving a copy of the Conflicts of Interest Policy.
• I have read, understand, and agree to comply with the terms of the Policy, including but not limited to the “Duty of Loyalty” and “Duty to Disclose” terms.
• I understand that Aqua Clara International is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
• I have disclosed in numbers 1-6 above any and all activities and interest that I, or members of my immediate family, have or have taken part in, that when considered in conjunction with my position with or relation to ACI might possibly constitute a conflict of interest.
• I agree to refrain from voting or using my personal influence on any matter that may constitute a conflict of interest, and further agree to disclose such conflicts pursuant to Section 3.A of the Policy.
• I agree to refrain from accepting gifts, gratuities or entertainment intended to influence my judgment or actions concerning the business of the Safe Water Institute.
If any situation should arise in the future (or if I become aware of any information of which I currently have no knowledge) which may involve me in a conflict of interest as defined by the Policy, I will promptly provide an amended Disclosure Statement to the Filing Officer disclosing such conflict.
In witness whereof, the undersigned verifies and affirms, subject to penalties for perjury, the truth of the facts contained herein.
SIGNED AND DATED:
(Please attach any additional sheets as necessary)