June 27, 2014
This Conflict of Interest Policy is adopted by the New York State Archives Partnership Trust (the “Trust”) pursuant to Not-For-Profit Corporation Law Section 715-a.
The purpose of the Trust’s Conflict of Interest Policy is to protect the Trust’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Board member, officer or employee of the Trust. A conflict of interest is just one example of a violation of ethical conduct. This policy is intended to complement the Trust’s Code of Ethics by providing specific procedures to deal with conflicts of interest. To the extent that a matter falls within the scope of both this policy and the Trust’s Code of Ethics, the provisions of this Conflicts of Interest Policy shall govern.
A. Interested Person: An interested person is any Board member, officer, or employee who has a direct or indirect financial interest as defined below, is an Interested Person.
B. Conflict of Interest: A conflict of interest is just one example of a violation of ethical conduct and includes any interest, financial or otherwise, direct or indirect; participation in any business, transaction or professional activity; or incurring of any obligation of any nature, which is or appears to be in substantial conflict with the proper discharge of a Interested Person’s duties or responsibilities as concerns the best interests of the Trust.
C. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
1. an ownership or investment interest in, or employment with, any entity with which the Trust has a transaction or arrangement, or
2. a compensation arrangement with any entity or individual with which the Trust has a transaction or arrangement; or
3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Trust is negotiating a transaction or arrangement.
D. Compensation: Compensation includes direct and indirect remuneration as well as gifts of favor that are substantial in nature.
3. Duty to Disclose
While a financial interest is not necessarily a conflict of interest, the goal is to permit the Trust to manage conflicting interests successfully. Accordingly, so long as transactions are properly disclosed, and believed to be in the best interests of the Trust, they may lawfully be undertaken. An Interested Person must disclose the existence and nature of any actual or possible conflict of interest to the Trust Board.
4. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest, if the Interested Person does not believe a conflict of interest exits, the Interested Person shall leave the Board meeting at which the financial interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exits. If a conflict of interest exists, the Interested Person shall rescue him/herself from any deliberations and votes on the transaction or arrangement and shall be prohibited from improperly influencing the deliberation or vote.
5. Records of Proceedings
The minutes of the Board shall contain the name of the Interested Person disclosing an actual or possible conflict of interest, the nature of the financial interest, Board action taken and determinations made concerning the disclosure, the names of persons present for discussion and votes related to the proposed transaction or arrangement, the content of the discussion, and a record of any votes taken.
6. Initial and Annual Statements
Each Board member shall, upon appointment and annually thereafter sign and submit to the Trust Executive Officer a statement that such person has:
A. Reviewed the Trust’s Conflict of Interest Policy.
B. Read and understands the Trust’s Conflict of Interest Policy.
C. Agreed to comply with the Trust’s Conflict of Interest Policy.
D. Identified whether or not any conflicts of interest exist.