CONFLICT
OF INTEREST POLICY
FOR THE VILLAGE OF NASHVILLE
ARTICLE 1 – PURPOSE
The
purpose of the conflict of interest policy is to protect this tax-exempt organization’s, the Village of Nashville, interest
when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer
or employee of the Village of Nashville 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 organizations.
ARTICLE 2 – DEFINITIONS
1. INTERESTED PERSON
Any director, principal officer, or member of a committee
with governing board delegated powers, who has a direct or indirect 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:
a. an ownership or investment interest in any entity with which the Village of Nashville has
a transaction or arrangement,
b. A compensation arrangement with the Village of Nashville or with any entity or individual with which the Village
of Nashville has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the Village of Nashville 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 3, 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.
ARTICLE 3 – PROCEDURES
1.
DUTIES 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 directors and members of committees with governing board
delegated powers considering the proposed transaction or arrangement.
2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS
After disclosure of the financial interest and all material facts, and after any discussion
with the interested person, he/she shall leave the governing board or committee meeting while the determination of conflict
of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST
a. An interested person may make
a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during
the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing
board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed
transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Village of Nashville
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 governing board or committee shall determine by a majority vote of the disinterested directors
whether the transaction or arrangement is in the Village’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.
4. VIOLATIONS OF THE CONFLICTS OF INTEREST
POLICY
a. If the
governing board or committee has reasonable cause to believe a 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
governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall
take appropriate disciplinary and corrective action.
ARTICLE 4 – RECORDS OF PROCEEDINGS
The minutes of the governing board 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 governing
board’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 5 – COMPENSATION
a. A voting member of the governing board who
receives compensation, directly or indirectly, from the Village of Nashville for services is precluded from voting on matters
pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters
and who receives compensation, directly or indirectly, from the Village of Nashville for services is precluded from voting
on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the Village of Nashville, either individually
or collectively, is prohibited from providing information to any committee regarding compensation.
d. Nothing in this section shall be construed
to limit the Village Council’s authority to determine the compensation that the Village president and trustees shall
receive in accordance with Ch IV, Sec 21 of the General Law Village Act as stated in the Village Ordinance # 3-22-2007 or
any of its amendments.
ARTICLE 6 –
ANNUAL STATEMENTS
Each director, principal officer and
member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflict of interest policy,
b Has
read and understands the policy,
c. Has agreed to comply
with the policy, and
d. Understands the Village of Nashville is a tax-exempt governmental body 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 7 – PERIODIC REVIEWS
To ensure the Village of Nashville operates in a manner consistent with its tax-exempt status 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 organizations conform
to the Village of Nashville’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 8 – USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided
for in Article 7, the Village of Nashville may, but need not, use outside advisors. If outside experts are used, their use
shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.