Conflict of Interest Policy
Conflict of Interest Policy
The corporation maintains a completed version of this form for for each director. Adopted by the Board of Directors July 10 2024
Whereas, the Board of Directors of Asmbly Makerspace recognizes that the best interest of the corporation are served by adopting a policy avoiding conflicts of interest or duality of interest on the part of Directors of the Corporation in their transactions with the Corporation; and
Whereas, the Board of Directors of Asmbly Makerspace desires to issue a policy on this subject and provide for means of implementation of the policy;
Now Therefore, Be It Resolved that the Board of Directors adopts as policy the following provisions for the governance of the board, which policy shall be binding on the Directors:
- The Board affirms that the corporation may enter into a business contract or other transaction with a Director, or entity affiliated with a Director (a “Related Party Transaction”) if (i) the Director’s interest in the Related Party Transaction is disclosed or known to the Corporation and disinterested Directors of the Corporation, in good faith reasonably justified by the facts, approve the Related Party Transaction or (ii) the Related Party Transaction is fair to the Corporation’s business dealings, contract, or other transaction involving the sale or purchase of goods or services between the Corporation and a Director or between the Corporation and any corporation, partnership, trust, association, or other legal entity in which a Director (i) has a material financial or personal interest or (ii) acts as a director, partner, employee, or agent (an “Affiliated Entity”).
- It is also the policy of the Corporation to prohibit a Director from taking certain actions that are, or appear to be, harmful to the Corporation whether or not such acts are part of the transaction or contact with the Corporation (“Prohibited Acts”). A Prohibited Act occurs when a Director or a Director’s Affiliated Entity does any of the following:
- accepts payments, gifts of more than a nominal value, services or loans, without consideration, from a supplier, contractor, customer, or other person or organization doing business with or expecting to do business with the Corporation;
- competes with the Corporation; uses his or her position to prevent or hinder the Corporation from competing with others; uses Corporate personnel, facilities or funds for the pursuit of unauthorized non-Corporation interests; diverts Corporation business or personnel from the Corporation; receives an unauthorized commission on a Corporation transaction; or otherwise improperly profits at the Corporation’s expense;
- takes for personal gain an opportunity that belongs to the Corporation.
- Directors shall not vote in any Related Party Transaction in which they have an interest nor shall their votes be counted as part of the disinterested majority that is necessary to approve such a transaction, although they may be counted for purposes of a quorum.
- The Board shall direct any and all Directors who are interested in a Related Party Transaction to absent themselves from the room during the time of the discussion and vote.
- If a Director or officer is awarded a bid by the Corporation for a major project, defined as one whose cost exceeds ten thousand dollars ($10,000), that Director shall resign his or her post as an officer upon acceptance of the bid. When the project is completed, he or she may present himself or herself for election to office once again.
- A Director or officer who is interested in a construction project for which a bid has been submitted to the Corporation, shall take no part in the process for opening or awarding of bids.
- This policy shall apply not only to Directors acting in Board of Director meetings, but also when they act in committees of the Board.
- The officers of the Corporation shall cause to be prepared a disclosure form listing potential and actual conflicts of interest, which each Director shall file once a year.
- The officers of the Corporation shall cause to be prepared an Annual Director Interest Form by which Directors may indicate whether or not they or their affiliated entities wish to do business with the Corporation.
- If there should arise a question as to whether a Director has a conflict or duality of interest and the matter is not resolved by reference to this policy, the By Laws, or Texas State Law, then the matter shall be referred to the Corporate attorney for a written opinion on the matter.
- For purposes of this policy, “conflict of interest” and “duality of interest” shall have the same meaning.
- This policy shall take effect immediately and replace all previous policies on this topic established by the Board.
- The name of this policy shall be the “Conflict of Interest Policy”.
Annual Director Interest Form
The Board of Directors of Asmbly Makerspace recognizes that the best interests of the Corporation are served by providing an instrument whereby each Director may make known to the Corporation his or her interest or non-interest in dealing with the Corporation either directly or through his or her Affiliated Entity (as defined in the Corporation’s Conflict of Interest Policy), as a vendor, purchaser, contractor, or otherwise, in a Related Party Transaction (as defined in the Corporation’s Conflict of Interest Policy) that is allowable under the Corporation’s Conflict of Interest Policy.
Accordingly, each Director is asked to complete the following:
______ Neither I nor my Affiliated Entity wish to transact business with the Corporation.
______ I and my Affiliated Entity wish to be considered by the Corporation when the Corporation invites proposals to provide goods or services in the following areas:
________________________________________________________________________
________________________________________________________________________
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The name of my Affiliated Entity or Entities, if any, is or are:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
I realize that in those instance where, directly or through my Affiliated Entity, I am a prospect to provide goods and services to the Corporation, that I must disclose to the Board of Directors, if not already known to it, my interest in the provision of such goods and services before approval of such transaction by the Directors. I also recognize that even though Texas law and the Bylaws permit me, as a Director, to vote on a Related Party Transaction, in accord with the Corporation’s Conflict of Interest Policy, my vote will not be counted as part of the disinterested majority that is necessary to approve such a transaction.
Name of Director: ___________________________________ Date: ____________
Signature: _______________________________________________
Annual Director Disclosure Statement
- Neither I nor my Affiliate Entity [as defined in the Corporation’s Conflict of Interest Policy] (i) has participated in a Related Party Transaction [as defined in the Corporation’s Conflict of Interest Policy {a copy of which is attached hereto}] with Asmbly Makerspace during the last three (3) years, (ii) is currently participating in such a Transaction, or (iii) currently anticipates participating in such a Transaction within the next year, other than in the case of (i), (ii), or (iii), as set forth below:
_____________________________________________________________________
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_____________________________________________________________________ - Neither I nor my Affiliated Entity (i) has participated in a Prohibited Act [as defined in the Corporation’s Conflict of Interest Policy] with respect to the Corporation during the past three (3) years, (ii) is currently participating in such an Act, or (iii) currently anticipates participating in such an Act within the next year, other than, in the case of (i), (ii), or (iii), as set forth below:
_____________________________________________________________________
_____________________________________________________________________
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Name of Director: ___________________________________ Date: ____________
Signature: _______________________________________________
Categorization
This is a board policy maintained by the secretary of the board. Changes to this policy require board action. You can learn more about the board of directors here. Contact board@asmbly.org for comments or questions.
