Conflict-of-interest Policy Proposal
Article [X]: Conflict-of-interest
- Purpose The purpose of this conflict-of-interest policy is to protect the interests of koha-US when it is contemplating entering into a transaction or arrangement that might benefit the interests of a vendor. It is intended to prevent any potential conflicts of interest that could arise from the dual roles of vendor employee and board member.
- Procedures
- Determination of Cause: No employee of any vendor or service provider to koha-US shall be eligible to run or be elected to serve as a member of the Board.
- If an elected board member accepts a position after they have begun serving in their board role, they may remain in the role upon majority approval of the Board in place at the time of the disclosure.
- If allowed to continue in their role as a Board Member, they must recuse themselves from voting in matters in which the vendor’s interest in said decision will be affected. Furthermore, they may not chair or hold a leadership position on any committee in which their employment or direct association with a vendor could be construed as a conflict-of-interest as defined by majority members of the Board.
- Duty to Disclose: Anyone seeking or holding a position as board member of koha-US has an obligation to disclose potential conflict-of-interest defined as employment or receiving any financial interest or gain via any associated vendor of koha-US.
- 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 or committee meeting while the determination of a conflict-of-interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict-of-interest: Any board member may make a presentation at a governing board or committee meeting regarding their concern of potential conflict-of-interest matters. The highest ranking Board Member who is not the subject of the conflict-of-interest concern will lead the discussion and all parties involved to present their case. After the presentation, the subject of the potential conflict-of-interest shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict-of-interest.
- Violations of the Conflicts of Interest Policy
- If the board has reasonable cause to believe a board 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.
- If, after hearing the board member’s response and after making further investigation as warranted by the circumstances, and the governing board or committee determines, by simple majority vote of the governing board or committee’s recorded membership, whether the member has failed to disclose an actual or possible conflict-of-interest, it shall take appropriate disciplinary and corrective action which may include, but is not limited to, the requirement of resignation. The Board reserves the right to consider and enact the possible inability of the person to hold office in koha-US in the future.