As of April 2023
The purpose of the conflicts of interest policy is to protect the Lincoln Institute of Land Policy (the “Institute”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director or key employee of the Institute or might result in a possible excess benefit transaction. 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.
1. Interested Person
Any director, officer, or key employee, who has a direct or indirect financial or non-financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
- an ownership or investment interest in any entity with which the Institute has a transaction or arrangement,
- a compensation arrangement with the Institute or with any entity or individual with which the Institute has a transaction or arrangement, or
- 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.
For purposes of this conflict of interest policy, “family” of a person includes spouses, parents, children (whether by blood, marriage or adoption), grandchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, anyone who shares such person’s home, and a trust or estate of which any of the foregoing individuals is a substantial beneficiary, and a trust, estate, incompetent, conservator or minor of which a director is a fiduciary. Such a conflict of interest would arise when the employee, officer, or agent, any member of their immediate family, their partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.
3. Non-Financial Interest
A person has a non-financial interest if they is a member, officer, director or trustee of a non-profit or forprofit corporation trust, or other organization with which the Institute will engage in a partnership, joint venture or contract, or to which the Institute will make a grant.
No employee, officer, or agent may participate in the selection, award, or administration of a contract if they have a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of their immediate family, their partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.
4. Key Employee
A staff member is designated a key employee if they have authority over the design, formulation, and modification of the Institute’s program and/or activity budget.
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial or non-financial interest promptly after they become aware thereof and shall be given the opportunity to disclose all material facts to the directors and members of committees with Board of Directors-delegated powers considering the proposed transaction or arrangement. If the conflict of interest is at the board level, it can go to the board. If the conflict of interest is at the VP level, it can go to the board or leadership team. Other conflicts of interest go to a committee comprised of the SOT (tbd).
2. Procedures for Addressing the Conflict of Interest
- An interested person may make a presentation at the Board of Directors or committee meeting, but after such 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.
- The chairperson of the Board of Directors or the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the Board of Directors or committee shall 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.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Institute’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
3. Violations of the Conflicts of Interest Policy
- If any person has reasonable cause to believe that an Interested Person has failed to disclose an actual or possible conflict of interest, they should so advise the Chair of the Nominating and Corporate Governance Committee, unless that Chair person is the Interested Person involved in which case the Chair of the Board of Directors should be advised. If the Chair of the Nominating and Corporate Governance Committee and also the Chair of the Board of Directors are the Interested Persons involved, then the Institute’s independent counsel should be advised. The Institute’s Human Resource officers can identify the names and addresses of the Chairs and legal counsel, on request.
- If the Board of Directors or committee has reasonable cause to believe an Interested Person has failed to disclose actual or possible conflicts of interest, 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 person’s response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines that the person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and/or corrective action.
Records of Proceedings
The minutes of the Board of Directors and all committees with board delegated powers shall contain the relevant information:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- A voting member of the Board of Directors 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 directors fees to be paid to members of the board for or in connection with board service.
- A voting member 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.
- No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Institute, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Annual Statement of Business Disclosure
At the annual meeting each director, officer, or key employee shall sign and return to the Chair of the Board or the secretary of the Board, the Institute’s Statement of Business Disclosure which affirms that such person:
- has received a copy of the conflicts of interest policy,
- has read and understands the policy,
- has agreed to comply with the policy, and
- understands that the Institute is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its taxexempt purposes.
Such Statement of Business Disclosure shall also require each individual covered by this policy to disclose any ownership or investment interest or compensation arrangement that creates an actual or potential conflict of interest for such individual. Upon receipt of the Statements of Business Disclosure, the Chair or secretary of the Board will send a summary thereof to the Chair of the Nominating and Corporate Governance Committee. In addition each year, all members of the Board of Directors shall receive a summary report from the Nominating and Corporate Governance Committee compiled from of the annual Statement of Business Disclosure submitted by all individuals covered by this policy.
To ensure the Institute operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's-length bargaining. Whether partnerships, joint ventures and arrangements with management organizations conform to written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further the Institute's 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 of Directors of its responsibility for ensuring that periodic reviews are conducted.