GTCYS Board of Directors Conflict of Interest

Greater Twin Cities Youth Symphonies (GTCYS)

Conflict of Interest Policy

1. Purpose

Members of the Board of Directors and staff must always, during the course of service for GTCYS, reflect the highest standards of ethical behavior, integrity, and public responsibility. To ensure compliance with this standard, these conflict of interest policies reference the applicable Minnesota State Statute in force at the time of the actual or perceived Conflict of Interest, identify the procedures to address conflicts of interest, and provide the Conflict of Interest Disclosure Form.

2. Minnesota State Statute

This policy is intended to comply with Minnesota Statutes Section 317A.255, which governs conflicts of interest for directors of nonprofit corporations. A copy is attached as Appendix A.

3. Process to Identify Conflicts of Interest

GTCYS recognizes the inherent right of members of the Board of Directors and staff to engage in outside interests and private enterprise and does not wish to impede these activities. However, to the extent that an outside interest may affect a GTCYS transaction, there is potential for an actual or perceived conflict of interest. It is the policy of GTCYS to attempt to avoid all actual or perceived conflicts of interest.

A conflict may arise when a member of the Board of Directors or staff takes actions or has interests that may make it difficult to perform their GTCYS work objectively and effectively. A conflict of interest may also arise when improper personal benefits may be received because of a position in GTCYS. Conflicts of interest may not always be clear cut, so if you have a question, consult with the Executive Director or Board President.

4. Procedures to Address Conflicts of Interest

• a. Any member of the Board of Directors or staff member who becomes aware of a conflict or potential conflict, including themselves or someone else, must bring it to the attention of the Executive Director, Board President, or Chair of the Nominating & Governance Committee. Disclosure is required as soon as the actual or perceived conflict is identified.
• b. At the start of service, and annually, all members of the Board of Directors and staff will be asked to review this policy and sign a disclosure form.
• c. In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Executive Director and Board President. They shall jointly determine if there is a Conflict of Interest that requires action.
• d. The Executive Director and Board President shall review all Conflict of Interest Disclosure Forms. They will jointly determine a course of action, including recusal or other actions as appropriate.
• e. The completed disclosure forms shall be treated as confidential and only shared with the appropriate board committee(s) or the full board if action by the committee(s) or board is required in connection with the disclosure.
• f. Prior to action involving a Conflict of Interest, the member of the Board of Directors or staff with the Conflict of Interest, or the Board President, shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. If action beyond voluntary recusal is necessary, such action shall be taken by the Board of Directors without involvement of the member of the Board of Directors or staff who has an actual or perceived Conflict of Interest.
• g. Any member of the Board of Directors or staff who has a Conflict of Interest shall not participate in or be permitted to hear the discussion or vote relating to the matter to which the conflict pertains. Any member alleged to have an actual or perceived Conflict of Interest shall not attempt to exert personal influence either at or outside the meeting.
• h. A member of the Board of Directors who has a Conflict of Interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person’s ineligibility to vote shall be reflected in the minutes of the meeting.