PURPOSE: SHOEBOX VENTURES is a nonprofit public benefit corporation. To ensure Shoebox Ventures’ sustainability and growth, the organization adopts this Conflict of Interest Policy to ensure Shoebox Ventures complies with State and Federal Regulatory requirements as well a general practice to avoid any and all improprieties as the mission of the organization is to promote social welfare thorough innovative programs, and to do such, requires all involved to be on an even keel. As a nonprofit public benefit corporation, we are charged to do right thing, be subject to scrutiny by and accountable to government authorities, the public, and to those we serve. Consequently, there exists between Shoebox Ventures and its board, officers, and management employees and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The advisory board, board, officers, and management employees have the responsibility of administering the affairs of Shoebox Ventures honestly and prudently, and of exercising their due care, skill, and judgment for the sole benefit of Shoebox Ventures and the resources and services it provides. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with Shoebox Ventures or knowledge gained therefrom for their personal benefit or inurement. The interests of the organization must be the first priority in all decisions and actions.
PERSONS CONCERNED: This statement is directed not only to directors and officers, but to all volunteers and employees who can influence the actions of Shoebox Ventures. For example, this would include all who make purchasing decisions, all persons who might be described as "management personnel," and anyone who has proprietary information concerning Shoebox Ventures.
AREAS IN WHICH CONFLICT MAY ARISE: Conflicts of interest may arise in the relations of agents, directors, officers, and management employees with any of the following third parties: 1. Persons and firms supplying goods and services to Shoebox Ventures. 2. Persons and firms from whom Shoebox Ventures leases property and equipment. 3. Persons and firms with whom Shoebox Ventures is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other tangible or intangible property. 4. Competing or affinity organizations. 5. Donors and others supporting Shoebox Ventures. 6. Agencies, organizations. and associations which affect the operations of Shoebox Ventures. 7. Family members, friends, and other employees
NATURE OF CONFLICTING INTEREST: A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned above. Such an interest might arise through: 1. Owning stock or holding debt or other proprietary interests in any third party dealing with Shoebox Ventures. 2 Receiving remuneration for services with respect to individual transactions involving Shoebox Ventures. 3. Using Shoebox Venture’s time, personnel, equipment, supplies, for other than Shoebox Ventures approved activities, programs, and purposes. 4. Receiving personal gifts or loans from third parties competing with Shoebox Ventures. No personal gift of money should ever be accepted by any management, officer, or agent of Shoebox Ventures.
INTERPRETATION OF THIS STATEMENT OF POLICY: The areas of conflicting interest listed, and the relations in those areas which may give rise to conflict, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors, officers, and management employees will recognize such areas and relation by analogy as a reasonable person would. The fact that one of the interests described exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of Shoebox Ventures. However, it is the policy of the board that the existence of any of the interests described shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
DISCLOSURE POLICY AND PROCEDURE: Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: 1. The conflicting interest is fully disclosed; 2. The person with the conflict of interest is excluded from the discussion and approval of such transaction; 3. A competitive bid or comparable valuation exists; and 4. The board or a duly constituted committee
thereof has determined that the transaction is in the best interest of the organization.
Disclosure in the organization should be made to the chief executive officer (or if she or he is the one with
the conflict, then to the board chair), who shall bring the matter to the attention of the [board or a duly
constituted committee thereof]. Disclosure involving directors should be made to the board chair, (or if she
or he is the one with the conflict, then to the board vice-chair or organizational representative as provided
in the organizational structure equal to that level ) who shall bring these matters to the board or a duly
constituted committee thereof as provisioned. The board or a duly constituted committee thereof shall
determine whether a conflict exists and in the case of an existing conflict, whether the contemplated
transaction may be authorized as just, fair, and reasonable to Shoebox Ventures. The decision of the board
or a duly constituted committee thereof] on these matters will rest in their sole discretion, and their
concern must be the welfare of Shoebox Ventures and the advancement of its purpose.
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