CASC Conflict of Interest Policy and Agreement and Whistleblower Protection Policy

ARTICLE I

PURPOSE

It is important for the Coalition for Academic Scientific Computation’s (CASC) members, officers, staff, and in some instances contractors (“CASC Community”) to be aware that both real and apparent conflicts of interest sometimes occur in the course of conducting the affairs of  CASC and that the appearance of conflict can be troublesome even where no actual conflict exists.  Conflicts are undesirable because they potentially or eventually place the interests of others ahead of CASC’s obligations to its charitable purposes and to the public interest.  The purpose of the conflict of interest policy (“Policy”) is to protect CASC’s tax-exempt status when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of CASC or might result in a possible excess benefit transaction.  The Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations and should be read in concert with CASC’s Code of Conduct Policy and Whistleblower Policy.

Each member of the CASC Community has a duty of loyalty to CASC.  The duty of loyalty generally requires a director or staff member to prefer the interests of the CASC over the CASC Community member’s interest or the interests of others.  In addition, the CASC Community shall avoid acts of self-dealing, which may adversely affect CASC’s reputation, tax-exempt status, or violate applicable law.

In connection with any actual or potential conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Executive Committee or its designee considering the proposed transaction or arrangement.

ARTICLE II

DEFINITIONS

2.1     Interested Person

Any Executive Committee member, member or member representative, or member of a committee with Executive Committee delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2.2     Financial Interest

A person in the CASC Community has a financial interest if the person has, directly or indirectly, thorough business, investment, or family, of greater than $4,000:

(a)  An ownership or investment interest in any entity with which CASC has a transaction or arrangement,

(b)  A compensation arrangement with CASC or with any entity or individual with which CASC has a transaction or arrangement, or

(c)  A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CASC is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.  A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

A financial interest shall not include when a member receives funding for the purposes of benefiting CASC, such as to fund a CASC meeting or working group.

ARTICLE III

PROCEDURES

3.1   Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Executive Committee and members of committees with Executive Committee delegated powers considering the proposed transaction or arrangement.

3.2   Determining Whether a Conflict of Interest Exists

(a)  After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the person shall leave the Executive Committee or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining voting members shall decide if a conflict of interest exists.

(b) In order to avoid the appearance of a conflict (without regard to the financial threshold set forth above) with respect to its Members, CASC shall submit letters of support for a Member’s third-party funding request and the like only when such support can be provided equitably to its membership without disadvantaging any Member.

3.3     Procedures for Addressing the Conflict of Interest

(a)  An interested person may make a presentation at an Executive Committee or committee meeting, but after the presentation, the person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(b)  The Chair shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(c)  After exercising due diligence, the Executive Committee or committee shall determine whether CASC 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.

(d)  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Executive Committee or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in CASC’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.

3.4      Violations of the Conflicts of Interest Policy

(a)  If the Executive Committee or committee has reasonable cause to believe a CASC Community member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(b)  If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Executive Committee or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action up to and including expulsion from CASC.

ARTICLE IV

RECORDS OF PROCEEDINGS

4.1 Minutes

The minutes of the Executive Committee and all committees with board delegated powers shall contain:

(a)  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 Executive Committee’s or committee’s decision as to whether a conflict of interest in fact existed.

(b)  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.

ARTICLE V

COMPENSATION

5.1   A voting member of the Executive Committee who receives compensation, directly or indirectly, from CASC for services is precluded from voting on matters pertaining to that member’s compensation.

5.2   A voting member of the Executive Committee or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CASC, either individually or collectively, is prohibited from providing information to any committee regarding compensation or from voting on matters pertaining to that member’s compensation.

ARTICLE VI

ANNUAL STATEMENTS

Each director, principal officer and member of a committee with Executive Committee delegated powers shall annually sign a statement which affirms such person:

(a)   Has received a copy of the conflicts of interest policy,

(b)   Has read and understands the policy,

(c)   Has agreed to comply with the policy, and

(d)   Understands that CASC is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ARTICLE VII

PERIODIC REVIEWS

To ensure CASC 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:

(a)  Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

(b)  Whether partnerships, joint ventures, and arrangements with management corporations conform to CASC’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE VIII

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, CASC may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the Executive Committee of its responsibility for ensuring periodic reviews are conducted.

CERTIFICATE OF ADOPTION OF CONFLICT OF INTEREST

POLICY AND AGREEMENT

Policy approved by the [Executive Committee] on {Date}.

_____________________________

[Secretary’s Name], Secretary

Date: ________________