Resolution 2015-08-13.mcs.1: Conflict of Interest Policy

Michael Schultheiss schultmc at
Wed Aug 12 20:24:02 UTC 2015

SPI was formed under New York State's Not-for-profit corporation law
which was emended in 2013, effective July 1, 2014. The New York State
not-for-profit corporation law now mandates that not-for-profit
corporations adopt Conflict of Interest policies.

I hereby submit the attached resolution for consideration. The Conflict
of Interest policy was based on a sample policy released by the Jwish
Community Relations Council of New York, Inc.

Michael Schultheiss
E-mail: schultmc at
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Resolution 2015-08-15.mcs.1: 
Conflict of Interest Policy


1. Software in the Public Interest, Inc. was formed under Section 402
   of the Not-For-Profit Corporation Law of the State of New York.

2. The New York State legislature unanimously passed The Non-Profit
   Revitalization Act of 2013 which became effective July 1, 2014.

3. The Not-For-Profit Corporation Law of the State of New York now
   mandates that Not-For-Profit Corporations adopt Conflict of
   Interest policies.


1. The following Conflict of Interest policy is adopted:

Software in the Public Interest, Inc.
Conflict of Interest Policy & Annual Form 

Article I

We believe the trust and confidence of our donors, associated projects,
and other supporters depend on our continuing to maintain the highest
standards of ethical and lawful conduct. It is SPI's position that all
of the individuals involved with its mission must comport themselves so
that there is not even the appearance of conflict between personal
interests and those of SPI. To ensure the continuity of its high
standards of conduct, SPI desires to set forth the common understandings
that must exist among the members of its community regarding practices. 

This memorandum is intended to assist in understanding SPI's policies
and practices relating to business transactions to clarify principles
that must guide its conduct, and to provide guidance in resolving
ethical and legal questions that might arise. The purpose of the
Conflict of Interest Policy is to protect SPI's interest when it is
contemplating entering into a transaction or arrangement that might
benefit the private interest of an officer, director or employee of SPI.
The policy is designed to ensure that all institutional decisions are
made solely to promote the best interests of SPI without favor or
preference based on personal considerations, and to provide the highest
ethical conduct. This policy in intended to supplement, but not replace
any applicable New York State or federal laws governing conflicts of
interest applicable to nonprofit SPIs. 

Article II
Duty of Loyalty and General Requirements 

1. The Law. Conflict-of-interest statutes are contained in the New York
Not-for-Profit SPI Law and focus primarily on the duty of loyalty of
board of director ("Board") members. This duty broadly commands Board
members and officers to be faithful to an organization's best interests
and to refrain from using their organizational position or knowledge to
advance a personal agenda at the organization's expense.

2. Basis of Decisions. All institutional decisions are to be made solely
to promote the best interests of SPI without favor or preference based
on personal considerations, and to provide the highest ethical conduct.
Accordingly, with respect to their personal economic interests, SPI
officers, Board members and employees should not be allowed to
participate actively and aggressively as advocates in their own behalf
(or on behalf of other organizations in which they have a personal
interest), either formally at Board or committee meetings or informally
through private contact, communication, and discussion. Similarly,
officers, Board members or employees may not obtain for themselves,
their relatives, or their friends a material benefit of any kind from
their association with SPI, or from the knowledge gained therefrom. The
fairness of transactions involving potential conflicting interests is
usually analyzed by comparing them with similar transactions negotiated
by parties dealing at ?arm's length? - that is, parties that have no
other relationship and are presumed to base their decisions on rational
economic interests.

3. Confidential Information. In addition, one of SPI's most valuable
assets is its confidential information, which includes donor lists,
research data, financial data and computer software and equipment
information. The security and integrity of all confidential data must be
diligently protected. Accordingly, officers, Board members and employees
should not disclose or use any confidential information involving SPI
for personal benefit or for non-SPI related purposes.  

Article III

1. Interested Person. Any director, officer, member of a SPI committee,
or employee who has a direct or indirect financial interest, defined
below, is an Interested Person.

2. Financial Interest. A person has a financial interest, if a person
has, directly or in directly, through business, investment or family:

a) an ownership or investment interest in any entity with which SPI has a transaction or arrangement;

b) a compensation arrangement with SPI or with any entity or individual
with which SPI has a transaction or arrangement; or

c) a potential ownership or investment interesting, or compensation
arrangement with, any entity or individual with which SPI is negotiating
a transaction or arrangement.

3. Compensation. Compensation includes direct and indirect remuneration
as well as gifts or favors that are substantial in nature. 

Article IV

1. Duty to Disclose. In connection with any actual or possible conflict
of interest, an Interested Person must disclose the existence and nature
of his or her financial interest to the directors of SPI and/or members
of any SPI committee considering the proposed transaction or
arrangement. The law does not require a prohibition of all conflicts of
interests. Rather, the goal is to permit SPI to manage conflicting
interests successfully and to reach optimum decisions with knowledge of
the conflicts. Accordingly, so long as transactions are disclosed to the
Board, and the transactions are believed to be in the best interests of
SPI, they may lawfully be undertaken.

2. Determining Whether a Conflict of Interest Exists. After disclosure
of the financial interest, the Interested Person shall leave the Board
or committee meeting which the financial interest is discussed and voted
upon. The remaining Board or committee members shall decide if a
conflict of interest exists. 

3. Procedures to Address Conflict of Interest. The following procedure
shall be taken:

a) The President of the SPI Board shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the
proposed transaction or arrangement.

b) After exercising due diligence, the Board or executive committee
shall determine whether SPI can obtain a more advantageous transaction
or arrangement with reasonable efforts from a person or entity that
would not give rise to a conflict of interest.

c) If a more advantageous transaction or arrangement is not reasonably
attainable under circumstance that would not give rise to a conflict of
interest, the Board or executive committee shall determine by a majority
vote of the disinterested directors whether the transaction or
arrangement is in SPI's best interest and for its own benefit and
whether the transaction is fair and reasonable to SPI and shall make its
decision as to whether to enter into the transaction or arrangement in
conformity with such determination.

4. Violation of Conflict of Interest Policy. 

a) If the Board or a committee has reasonable cause to believe that a
member of the Board, committee, officer or employee of SPI has failed to
disclose actual or possible conflicts of interest, it shall inform the
person of the basis of such belief and afford the person an opportunity
to explain the alleged failure to disclose.

b) If, after hearing the response of the person and making such further
investigation as may be warranted in the circumstances, the Board or
committee determined that the person has in fact failed to disclose an
actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action as is needed in the circumstances,
including removal from office. 

Article IV
Records of Proceedings 

The minutes of the Board and all committees shall contain the following

a) the names of the persons who disclosed or otherwise were found to
have a financial interest in connection with an actual or possible
conflict of interest;

b) the nature of the financial interest;

c) any action taken to determine whether a conflict of interest was

d) the Board's or committee's decision as to whether a conflict of
interest in fact existed; 

e) the names of the persons who were present for discussions and votes
relating to the transaction or arrangement 

f) the content of the discussion, including any alternative to the
proposed transaction or arrangement; and 

g) a record of any votes taken in connection with the matter.

Article VI
Periodic Reviews

To ensure that SPI operates in a manner consistent with its charitable
purposes and that it does not engage in activities that could jeopardize
its status as an organization exempt from federal income tax, periodic
reviews shall be conducted to include the following subjects:

a) Whether compensation arrangement and benefits are reasonable and are
the result of arm's length bargaining.

b) Whether any arrangements with outside service organizations conform
to written policies, are properly recorded, reflect reasonable payments
for goods and services, further SPI's charitable purposes and do not
result in impermissible private benefit.

c) Whether agreements with other organizations or employees further
SPI's charitable purposes and do not result in impermissible private

Article VII
Annual Statements

Each officer, director, member of a committee and employee of SPI shall
annually sign and file with SPI a statement which affirms that such

a) has received a copy of the Conflict of Interests Policy;

b) has read and understands the policy;

c) has agreed to comply with the policy; and

d) understands that SPI is a charitable organization and that in order
to maintain its federal tax exemption it must engage primarily in
activities which accomplish one or more of its tax exempt purposes. 

Software in the Public Interest, Inc.


I have read the SPI Conflicts of Interest Policy and have no items to report. 

[ ] Without exception.

[ ] Except as described on the attached statement.

I agree to advise the SPI Board promptly of any change in circumstances
during the year which may create a potential conflict of interest. 

Name:		___________________________________________ (print) 

Signature: 	___________________________________________ (signature) 

Date: 		___________________________________________ 

This annual disclosure of conflicts of interest is not intended to apply
to individuals who hold shares of stock or other securities in publicly
held corporations that interact with SPI in the ordinary course of
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