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Conflict of Interest Policy

The following policy applies to members of the Board of Trustees, officers, faculty and key staff employees of the University. It is further intended to serve as guidance for all persons employed by the University, regardless of position, and in particular for those persons who have an obligation to implement the policies of the University and, in so doing, to faithfully exercise the utmost care, skill and judgment for the benefit of the University and the furtherance of its mission. For purposes of this policy, the term “key staff employee” refers to any administration employee who reports directly to an officer, any vice president or any dean of the University. 

Overview 

All Trustees, officers, and employees have a responsibility to exercise the utmost good faith in all transactions involving their duties to and for the University. In the performance of these duties they can expect to be held to a strict standard of honest and fair dealing between themselves and the University. They should not use their respective positions, or knowledge gained therefrom, in such a manner that a conflict might arise between their interest and that of the University. 

Disclosure of Conflicts 

If a transaction or proposed transaction involving the University would financially or personally involve any of the persons or organizations set forth below, the affected officer, member of the Board of Trustees, faculty member or key staff employee shall, when first learning of the transaction, fully disclose in writing the precise nature of his or her direct or indirect interest or involvement. This policy extends to and encompasses transactions by the University acting through its officers, Board of Trustees, faculty or key staff employees or any other properly authorized employee or committee which also involves, financially or personally, any of the following persons or organizations: 

An officer of the University, member of the Board of Trustees, faculty member or key staff employee or a member of such person’s family (which shall mean a domestic partner, child, parent, step-parent, parent-in-law, sibling, brother-in-law, sister-in-law, aunt, uncle or first cousin); or 

An organization with which the officer, member of the Board of Trustees, faculty member or key staff employee, or a member of such person’s family as set forth above, is affiliated. 

An officer, member of the Board, faculty member or key staff employee is considered to be “affiliated” with an organization other than the University if he or she, or a member of his or her family, as set forth above: 

  1. is an officer, director, trustee, partner, joint venturer or agent of such organization; or 
  2. is either the actual or beneficial owner of more than five percent of the voting stock or controlling interest of such an organization; or 
  3. has any other direct or indirect dealings with such organization, from which he or she knowingly is materially benefited (e.g., through receipt directly or indirectly or cash or other property) in excess of $2,500 a year, exclusive of dividends or any other distribution made pro rata to all holders of a particular interest in the organization. 

The duty to disclose potential or actual conflicts of interest applies only to known potential or actual conflicts and does not impose upon any individual a duty to make inquiry of relatives, particularly distant relatives, except when the officer, Trustee, faculty member or key staff employee has reason to believe that an inquiry will uncover relevant information. 

Disclosure required by this policy is appropriate and required as often and as frequently as necessary in the manner set forth below. 

To Whom Disclosure Made 

Disclosure by members of the Board of Trustees, including disclosures by the President, should be directed to the Chair of the Board. Disclosure by the Board Chair should be directed to the Executive Committee of the Board. Disclosure by all other officers of the University shall be directed to the President. Disclosure by any faculty member, or key staff employee shall be directed to the officer to whom he or she reports, who should then forward it to the Director of Human Resources for forwarding to the appropriate decision-maker for inclusion in the disclosing individual’s personnel file. 

All signed documents from employees disclosing information in accordance with this policy shall be maintained in the employee’s personnel file, available for the year-end audit. Information disclosed shall be held in confidence and made available solely to officers of the University with a bona fide reason to obtain such information and, when the best interests of the University would be served, also to the Board of Trustees. 

Restraint on Participation 

Officers, members of the Board, faculty, and key staff employees who have, or who have been found by the Board or by persons to whom the Board may have delegated this responsibility to have, a conflict or possible conflict of interest in any matter to be decided upon by the Board or otherwise, shall not participate in the consideration thereof. The participation of such person(s) shall be limited to providing any information specifically requested. The person(s) involved not only may not vote on such matters, but normally should not be present at the time of voting. 

Advice on Determination of Potential Conflicts 

Any person affected by this policy who is uncertain about the existence of a possible conflict of interest may request the Board or the officer to whom such person reports for advice on whether a conflict exists. 

Determination and Review 

Copies of this policy shall be given to all current officers, members of the Board, faculty, and key staff employees. Copies shall also be provided to all new officers, members of the Board, faculty, and key staff employees at the time of their employment, election, or appointment. The Finance Committee of the Board of Trustees shall be responsible for recommending to the Board any revisions or modifications to this policy. 

Policy C.3 in the CBU’s Policies and Procedures Manual