AS ADOPTED BY THE BOARD AT ITS SECOND FULL MEETING NOVEMBER 20, 2013.
The Board of Directors will commit time in avoiding and if need be dealing with conflict of interest matters appropriately as outlined below.
Purpose:
The purpose of this policy is to protect the Christian Global Medical Healthcare Incorporated (CGMH) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director (or employee) of the Organization. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable organizations.
Definitions:
1. Interested Person – Any director, officer, employee, or member of a committee with board delegated or other powers, who has a direct or indirect financial interest, as defined in #2, is an interested person.
2. Financial Interest
A. 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 CGMH has a transaction or arrangement, or
- A compensation arrangement with CGMH or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CGMH is negotiating a transaction or arrangement
B. An employee has a financial interest if the person is using his or her position as an employee to further his or her financial interests, directly or indirectly.
Compensation includes direct and indirect remuneration as well as gifts or favors of any kind.
Procedures:
1. Duty to Disclose – In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement or to an appropriate supervisor.
2. Determining whether a conflict of interest exists:
A. The chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
B. After exercising due diligence, the board shall determine whether the Organization can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
C. 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 or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Organization and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. The director (s) with vested interest in a business transaction, compensation or similar adventure shall be excused for all votes on the matter.
3. Violations of the conflicts of interest policy:
A. If the board or committee has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.
B. If, after hearing the response of the interested person and making further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
4. Records of the Proceedings:
The minutes of the governing board and all committees with board delegated powers contain:
A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or potential conflict of interest, the nature of the financial interest, any action taken to determine 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.
5. Compensation:
A. A voting member of the governing board who receives compensation directly or indirectly from the corporation will be excused from voting on matters of compensation though member is not prohibited from giving information to any compensation regarding compensation.
B. Physicians and other providers who receive compensation directly or indirectly as independent contractors or as employees are precluded from membership on board committees that deal with matters of compensation in any way form or shape but they can provide committees with useful information on compensation.
6. Annual Statements:
On an annual basis, all Board members, officials, employees, and others as appropriate shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form below. All completed forms shall be provided to and reviewed by the Executive Committee, as well as all other pieces of conflict information provided by Board members. Each board member and executive leaders and officers and business associates and others shall sign the policy annually as prescribed below.
7. Periodic Reviews:
To maintain its tax exemption status, CGMH will conduct periodic reviews of its activities internally and by external reviewers to ensure compensation arrangements and benefits are reasonable based on competent survey information and the results of arm’s length bargaining. To make sure the corporation arrangements reflect reasonable investment or payments for goods and services to further the charitable purposes of the corporation instead of inurement, impermissible private benefit or an excess benefit transaction