Fredonia College Foundation and Franklin Properties, LLC
STATEMENT OF POLICY
No board member or Officer of Fredonia College Foundation shall use his or her position, or the knowledge gained therefrom, in such a manner that a conflict arises between the interest of Fredonia College Foundation or the University and his or her personal interests.
Each Board Member and Officer has a duty to place the interest of Fredonia College Foundation and the University foremost in any dealings with the organization and has a continuing responsibility to comply with the requirements of this policy and the laws of the State of New York regarding related parties and related party transactions (New York Not-for-Profit Law Section 102(a) (22) (23)).
Board Members and Officers may not obtain or accept for themselves or their family (his or her spouse, parents, siblings, children and any other blood relative) or friends a material interest of any kind arising from their association with Fredonia College Foundation or the University unless approved by the Executive Director of the Foundation. Material interest here is defined as beyond normal social interaction; it includes acceptance of any gift of a magnitude that could suggest the possibility of undue influence.
If a Board Member or Officer has an interest in a proposed transaction with the Foundation in the form of a significant personal financial interest in the transaction or in any organization involved in the transaction (including any related party transaction as defined under the laws of the State of New York), or holds a position as board member, director, partner or officer in any such organization, he or she must make full disclosure of such interest before any discussion or negotiation of such transaction to the Executive Director.
Immediate disclosure of any possible related party transaction or potential conflict of interest shall be made to the Executive Director of Fredonia College Foundation and he/she shall provide these disclosures to the Executive Committee before any vote relative to the matter is taken by the Board or any committee of the Board. Any Board Member or Officer who has a conflict of interest with respect to any matter coming before the Board or a committee of the Board shall not be present at or participate in Board or committee deliberations or vote on the matter giving rise to such conflict. The person with the conflict may not attempt to influence improperly the deliberation or voting on the matter giving rise to the conflict. The existence and resolution of the conflict shall be documented in the records of Fredonia College Foundation and included in the minutes of any meeting at which the conflict was discussed and voted upon.
All Board Members shall annually sign a conflict of interest statement indicating their compliance with this policy and shall disclose, to the best of the Board Member’s knowledge, any conflicting interest.
These reports will be reviewed by the Executive Committee, for action to approve or disapprove, or refer matter to the full board on said related party transactions in accordance with Section 715 of the New York State Not-for-Profit Law.
“Conflicts of Interest” consist of direct or indirect relationships or obligations, either business or voluntary, which may lessen or call into question the impartiality, independence, judgment, effectiveness or productivity of a Board Member or Officer in the exercise of his or her duties relating to Fredonia College Foundation or its affairs. Conflicts are not limited to financial interest or legal obligations, but also extend to duties of loyalty or of trust.
“Disclosure” is declaring on the written record of a meeting or by appropriate written disclosure statements which are available to the Board Members and Officers the existence of relations or obligations which might give rise to “conflicts of interest” in the exercise of duties or of judgment relating to Fredonia College Foundation. Obligations that may give rise and should be disclosed are: any entity of which such Board Member is an officer, director, member, owner (either as a sole proprietor or partner), or and with which the corporation has a relationship, and any transaction in which the Fredonia College Foundation is a participant and in which the Board Member might have a conflicting interest.