The following Conflict-of-Interest Policy is to protect the interests of Barn Raising Media Inc. (Organization) when it is contemplating entering a transaction or arrangement that might benefit the private interest of an officer or director of the Organization. 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.

  • Definitions
    • Interested Person: Any director, principal officer, or key employee who has a direct or indirect financial interest, as defined below, is an interested person.
    • Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family association
      • An ownership or investment interest in any entity with which the Organization has a transaction or arrangement; or
      • A compensation arrangement with the Organization 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, including donors to or subjects of the Organization’s publications. 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. 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.
  • Procedures
    • 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 directors considering the proposed transaction or arrangement.
    • 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, the interested person shall leave the governing board meeting while the determination of whether a conflict of interest exists is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.
    • Procedures for Addressing the Conflict of Interest
      • If a conflict of interest exists, the governing board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
      • After exercising due diligence, the governing board shall determine whether the Organization can reasonably obtain 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 governing board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable.
    •  Violations of the Conflict-of-Interest Policy
      • If the governing board has reasonable cause to believe a member has failed to disclose a financial 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.
      • If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board determines the member has failed to disclose a financial interest, it shall take appropriate disciplinary and corrective action.
  • Records of Proceedings
    • The minutes of the governing board shall contain:
      • 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 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.
  • Periodic Reviews
    • To ensure the Organization operates in a manner consistent with its 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 the Organization’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.