Conflict of Interest Policy

Article I
Purpose

The purpose of the conflict of interest policy is to foster public confidence in the integrity of the Lincoln Institute of Land Policy (the “Institute”) and protect the Institute’s interest when it is contemplating entering into a transaction or arrangement (e.g., a contract, grant, or payment) with a person or entity that might benefit the private interest of an officer, member of the board of directors (hereinafter “board director”), or employee. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.

Officers, board directors, and employees are expected to avoid actual and perceived conflicts of interest that have the potential to directly affect the Institute’s interests or compromise objectivity in carrying out the Institute’s responsibilities unless such conflicts are disclosed, reviewed, and managed in accordance with this policy.

No officer, board director, or employee may participate in the selection, award, or administration of a contract, payment, or grant if they have an actual conflict of interest. The same rule may also apply when a perceived conflict of interest is present; such conflicts require further investigation to determine if mitigating measures must be put in place.

The Institute will not accept a U.S. government contract or grant if an organizational conflict of interest exists.

Article II
Definitions

1. Actual Conflict of Interest

An actual conflict of interest exists when an interested person (defined below), any member of their family, or an entity that employs or is about to employ an interested person or any member of their family, has a financial or non-financial interest in or a tangible personal benefit from an entity or person considered for a Lincoln Institute contract, payment, grant, or other type of arrangement.

2. Potential Conflict of Interest

A potential conflict of interest is a situation that requires further investigation into the facts to determine if it is an actual conflict of interest.

3. Perceived Conflict of Interest

A perceived conflict of interest exists when there is a reasonable appearance that an interested person has an actual or potential conflict of interest, irrespective of whether such a conflict actually exists.

4. Organizational Conflict of Interest

An organizational conflict of interest exists when the Institute is unable to render impartial assistance or advice on a project or transaction, cannot perform the work identified in the legal agreement in an objective way, or has an unfair competitive advantage compared to other entities. An unfair competitive advantage may occur when the Institute has access to nonpublic information that gives them an advantage in a competition for a government contract.

5. Interested Person

Any officer, board director, or employee who has a direct or indirect financial or non-financial interest, as defined below, is an interested person.

6. Family

For purposes of this conflict of interest policy, “family” of an officer, board director, or employee includes:

1. spouses and domestic partners;
2. parents;
3. children (whether by blood, marriage, or adoption);
4. grandchildren;
5. siblings;
6. mothers- and fathers-in-law, sons- and daughters-in-law;
7. anyone who shares such person’s home (except domestic workers or tenants);
8. a trust or estate of which any of the foregoing individuals is a substantial beneficiary; and
9. a trust, estate, incompetent or incapacitated person, conservatee, or minor of which the officer, board director, or employee is a fiduciary.

7. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. an ownership or investment interest in any entity with which the Institute has a transaction or arrangement;
2. a compensation arrangement with the Institute or with any entity or individual with which the Institute has a transaction or arrangement; or
3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Institute is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or gratuities or favors that are not insubstantial. Income or passive equity in a public company from investment vehicles in which the officer, board director, employee, or member of their family do not directly control or advise the investment decisions are excluded from the definition of Financial Interest.

8. Non-Financial Interest

A person has a non-financial interest if they are a member, officer, board director, or trustee of a non-profit, or for-profit corporation, trust, or other entity with which the Institute will engage in a partnership, joint venture or contract, or to which the Institute will make a payment or grant. A person also has a non-financial interest if circumstances or relationships exist that compromise, involve the potential for compromising, or have the appearance of compromising the individual’s objectivity in fulfilling their duties or responsibilities – including research and administrative duties – as an officer, board director, or employee of the Institute.

Article III
Procedures

1. Duty to Disclose

In connection with any actual, potential, or perceived conflict of interest, an interested person must disclose via a Conflict of Interest Declaration Form the existence of the financial or non-financial interest promptly when they become aware of any impacted transaction or arrangement, and shall be given the opportunity to disclose all material facts.

Conflicts of interest at the Board level or involving the Chief Investment Officer will be reviewed by the audit committee of the Board. If the interested person is a member of the audit committee, that person will be removed from the review. Conflicts of interest at the Leadership Team level will be reviewed by the Director of Legal Compliance and the Leadership Team (with the interested person removed from the review), or the Board.

All other conflicts of interest will be reviewed by the Director of Legal Compliance, the Chief Operating Officer, and the Director of Human Resources and Organizational Development, or the Leadership Team if necessary.

2. Determining Whether a Conflict of Interest Exists

The appropriate entities or people described above (hereinafter “Review Team”) will determine if an actual or perceived conflict of interest exists. The interested person will not be present during the discussion, determination, or voting as to whether a conflict of interest exists.

3. Procedures for Addressing a Conflict of Interest

1. The Review Team will review all Conflict of Interest Declaration Forms where an interested person has disclosed the existence of a financial or non-financial interest to determine if the disclosure does or does not constitute an actual or perceived conflict of interest.
2. If an actual or perceived conflict of interest exists, the interested person may make a written or verbal presentation to the Review Team. In the event of a verbal presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
3. The Review Team shall exercise due diligence in collecting material facts and information regarding the transaction or arrangement and the interested person’s conflict of interest.
4. The Review Team shall consider alternatives to the proposed transaction or arrangement and determine whether the Institute can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
5. The Review Team shall make the final decision as to whether the Institute should enter into the transaction or arrangement, upon determining that the transaction or arrangement is in the Institute’s best interests, for its own benefit, and fair and reasonable to the Institute. This determination shall be made by a majority vote of the Review Team.
6. If the Review Team determines there is an actual or perceived conflict of interest that can be adequately managed, the transaction or arrangement may continue after certain actions prescribed by the Review Team are put in place. Examples of actions to be considered include but are not limited to: ensure all information surrounding the conflict has been disclosed and documented, monitor the interested person’s activities closely in relation to the conflict of interest, reformulate the scope of work or restrict access to certain information, temporarily remove the interested person from the process or responsibilities, or recommend to relinquish the interest that is causing the conflict.
7. If required by law or contractual agreement, the Review Team will notify any outside entities of an actual or perceived conflict of interest.

The minutes of Review Team meetings shall contain the following information:

1. The names of the interested person(s), the nature of the interest(s), any actions taken to determine whether a conflict of interest was present, and whether it was determined that an actual or perceived conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, whether interested persons were excluded from the discussion, and the content of the discussions, including any information relied upon by the Review Team in reaching a decision and if there were any alternatives to the proposed transaction or arrangement.
3. A record of any votes taken with respect to the transaction or arrangement, indicating whether it was approved or not.

4. Additional Procedures for Work Involving U.S. Government Funds

Before starting work on a U.S. government funded project, all interested persons as defined above, directly or indirectly assigned to the project must review and update a Conflict of Interest Declaration Form if a potential, perceived, or actual conflict of interest exists. The review process will follow the same procedures listed above plus the following.

1. Before a U.S. government funded proposal is submitted, the Partnerships Team, Director of Legal Compliance, and project lead will evaluate the project to determine If an organizational conflict of interest exists. The Director of Legal Compliance will keep a record of the evaluation, including the names of the people who participated, and any information relied upon in reaching a decision.
2. If an organizational conflict of interest exists, the Institute will not move forward with the proposal or sign or accept the legal agreement.
3. An interested person with a perceived or actual conflict of interest will not be allowed to work on the U.S. government funded project.
4. If there is a conflict of interest violation within a U.S. government funded project, the Institute will disclose in writing the conflict of interest to the Agreement or Contracting Officer. The report to the U.S. government will include a description of the violation, and the Institute’s proposed actions to resolve the violation and provide the necessary follow-up reports to demonstrate the corrective action and final resolution.

Article IV
Violations of the Conflict of Interest Policy

If any person has reasonable cause to believe that an interested person has failed to disclose an actual, potential, or perceived conflict of interest of which they were or should have been aware, they should so advise the Director of Legal Compliance, who will refer the matter to the appropriate Review Team.

If a member of a Review Team has reasonable cause to believe an interested person has failed to disclose actual, potential, or perceived conflicts of interest, the Review Team 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 person’s response and after making further investigation as warranted by the circumstances, the Review Team determines that the person has failed to disclose an actual, potential, or perceived conflict of interest of which they were or should have been aware, the Review Team shall take appropriate disciplinary and/or corrective action.

Article V
Board Compensation

1. A voting board director who receives compensation, directly or indirectly, from the Institute for services is precluded from voting on matters pertaining to that member’s compensation except that the Board may approve reasonable board directors’ fees to be paid to board directors for or in connection with board service.
2. A voting board director of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Institute for services is precluded from voting on matters pertaining to that member’s compensation.

Article VI
Annual Conflict of Interest Declaration

Each officer, board director, and employee shall annually sign a statement (a) affirming that the person has received a copy of this policy, has read and understood the policy, and has agreed to comply with the policy, (b) affirming that the person understands that the Institute is charitable and must engage in activities that accomplish one or more tax exempt purposes and must not engage in activities that provide impermissible benefits to individuals or entities and (c) disclosing the person’s financial and non-financial interests and family relationships that could give rise to conflicts of interest.

Article VII
Periodic Reviews

The Board shall oversee an annual review of the administration of this policy at the Board level and the Leadership Team shall oversee an annual review of the administration of this policy at the staff level. This is intended to ensure that the Institute operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status. The review shall consider the level of compliance with this policy, the continuing suitability of this policy, and whether the policy should be modified or improved. The review shall also consider whether transactions engaged in by the Institute have conformed to the Institute’s policies, reflect reasonable investment or payment amounts, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Use of Outside Experts

When conducting the periodic reviews as provided in Article VII, the Institute may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board or Leadership Team of their responsibility for ensuring that periodic reviews are conducted.