Federation of AF USA - Conflict of Interest Policy
Please review the policy below and then click the button to sign the document.
FEDERATION OF ALLIANCES FRANÇAISES USA, Inc.
Conflict of Interest Policy
This Conflict of Interest Policy is designed to help directors, managers, officers, and employees (each a “Responsible Person”) of the Federation of Alliances Françaises USA, Inc., a Washington DC non-profit corporation (the “FEDERATION”), or any subsidiary or affiliate controlled by the FEDERATION (a “FEDERATION Subsidiary”) identify situations that present potential conflicts of interest, and to provide the FEDERATION with a procedure which, if observed, will allow a transaction to be treated as valid and binding even though a Responsible Person has or may have a conflict of interest with respect to the transaction.
Definitions
1. A Responsible Person has a “Conflict of Interest” with respect to any transaction between the FEDERATION or any FEDERATION Subsidiary and--
a. A Responsible Person or Family Member; or
b. A business or organization in which a Responsible Person or Family Member has a Material Financial Interest; or
c. A business or organization of which the Responsible Person is a director, officer, agent, partner, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative.
Notwithstanding the foregoing, the term “transaction” as used in this Policy shall exclude: (a) any employment transaction with a Responsible Person who is an employee; and (b) any purchase of merchandise from the FEDERATION Boutique or other products (including event registrations) offered by the FEDERATION at prices offered generally (including volume and other discounts) to FEDERATION members, their respective memberships or the public.
2. A “Family Member” is a spouse, domestic partner, parent, child, son- or daughter-in-law, brother, sister, or brother- or sister-in-law, of a Responsible Person.
3. A “Material Financial Interest” is a financial interest of any kind that is substantial enough to affect a Responsible Person’s judgment with respect to the transaction.
Procedure
1. Board action. A transaction involving a Conflict of Interest may be approved by the board of directors of the FEDERATION if the material facts as to the transaction and the Conflict of Interest are fully disclosed or known to the board and the board approves the transaction in good faith by the affirmative vote (without counting the interested director) of a majority of the entire board at a meeting at which there is a quorum present, again without counting the interested director. If it is not possible to obtain a quorum of directors who do not have a Conflict of Interest with respect to the transaction (“Disinterested Directors”), the transaction may be approved by a majority of a committee consisting solely of two or more Disinterested Directors designated for that purpose by a majority of the full board, which may include directors who have Conflicts of Interest. The procedures described in paragraphs 2 – 5 below apply to such a committee in the same manner as they apply to the board. The procedures described in paragraphs 2-5 below also apply to regular, standing committees of the FEDERATION board with respect to approval of transactions that may constitute a Conflict of Interest with respect to a particular Responsible Person. (For example, approval of a grant to a FEDERATION member chapter for which a Responsible Person on the Grants Committee is a director, officer or agent.) Nothing in this Policy authorizes the FEDERATION or any FEDERATION Subsidiary to engage in any act of self-dealing, as defined in Section 4941 of the Internal Revenue Code.
2. Prior to board action on a transaction that involves a Conflict of Interest, a Responsible Person who knows he or she has a Conflict of Interest and who is present at the meeting must disclose to the board all facts material to the Conflict of Interest. The disclosure must be reflected in the minutes of the meeting.
3. A Responsible Person who does not plan to attend a meeting at which the board is likely to act on a transaction involving the Responsible Person’s Conflict of Interest must disclose to the board chair, prior to the meeting, all facts material to the Conflict of Interest. The chair must report the disclosure at the meeting and the disclosure must be reflected in the minutes of the meeting. If the Responsible Person with the Conflict of Interest is the chair, then the required disclosure must be made to, and the required report to the board must be made by, the chief financial officer, and if such officer is not present, then to the next highest ranking officer.
4. A person who knows he or she has a Conflict of Interest must not participate in the board’s discussion of the transaction except to disclose material facts and to respond to questions. The person must not attempt to influence the board’s action on the transaction, either at or outside the meeting. Prior to voting, the board must be given an opportunity to discuss the transaction without the person who has the Conflict of Interest being present.
5. The person with the Conflict of Interest must not vote on the transaction and must not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. The minutes of the meeting must reflect that the person did not vote.
6. Responsible Persons who are not directors of the FEDERATION, or who have a Conflict of Interest with respect to a transaction that is not the subject of board or board committee action, must disclose to the board chair of the FEDERATION any Conflict of Interest that the Responsible Person knows he or she has with respect to the transaction. The disclosure must be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person must refrain from any action that may affect the FEDERATION’s participation in the transaction.
7. If it is not entirely clear whether a Conflict of Interest exists, then the person with the potential conflict must disclose the circumstances to the board chair or the chair’s designee, who must determine whether there exists a Conflict of Interest that is subject to this Policy.
8. In the case of a Conflict of Interest involving a FEDERATION Subsidiary, both the FEDERATION board or board committee and the equivalent governing body of the relevant FEDERATION Subsidiary must approve the Conflict of Interest, and all of the rules for such approval outlined above in paragraphs 1 through 7 shall apply to approval by the FEDERATION board and, changing only that which is necessary to accommodate differences in the entity governance structure or nomenclature of the FEDERATION Subsidiary in question, to approval by the equivalent governing body of the relevant FEDERATION Subsidiary.
Gifts and Entertainment
A Responsible Person must not accept gifts, entertainment or other favors from any individual or entity that (i) does or is seeking to do business with the FEDERATION or any FEDERATION Subsidiary; or (ii) has received, is receiving or is seeking to receive a grant or loan or to secure other financial commitments from the FEDERATION or any FEDERATION Subsidiary, under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not prohibit the acceptance of items or entertainment of nominal value that are not likely to affect the Responsible Person’s independent judgment on behalf of the FEDERATION or any FEDERATION Subsidiary.
Confidentiality
Each Responsible Person must exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of the FEDERATION or any FEDERATION Subsidiary. A Responsible Person must not disclose or use information relating to the business of the FEDERATION or any FEDERATION Subsidiary for personal profit or advantage.
Policy Review; Annual Disclosure
1. Promptly after
becoming a Responsible Person, and annually thereafter, each Responsible Person must review a copy of this Policy and acknowledge in writing
that he or she has done so. Any changes to the Policy must be communicated immediately to all Responsible Persons.
2. Each Responsible Person must annually complete the disclosure form attached to this Policy and submit it to the chair and any other person designated by the chair. The chair and any such designated person must treat the information on the forms as confidential and disclose it only as necessary to implement this Policy.
Conflict of Interest Information Form
(2026-2027)
Name: ________________________ Date: ___________________
Please describe below any relationships, positions, or circumstances in which you are involved that you believe could contribute to a Conflict of Interest, as defined in the FEDERATION's Conflict of Interest Policy.
I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the Federation of Alliances Françaises USA, Inc.’s Conflict of Interest Policy that is currently in effect.
Signature: _________________________ Date: _____________________