CONFLICT OF INTEREST

REAL ALTERNATIVES “SEAL OF EXCELLENCE” AND CONFLICT OF INTEREST POLICY

Real Alternatives, administrator of the Pennsylvania Department of Public Welfare’s Alternative to Abortion Program, was again awarded in 2012 the Pennsylvania Association of Nonprofit Organization’s (PANO) Seal of Excellence for successfully completing the Standards for Excellence re-certification program. Real Alternatives was reviewed by a “jury of its peers” who examined Real Alternatives for compliance with PANO’s Standards for Excellence: An Ethics and Accountability Code for the Nonprofit Sector.

Standards for Excellence are based on fundamental values such as honesty, integrity, fairness, respect, trust, responsibility, and accountability. Real Alternatives’ programs and services, management, fundraising, and financial practices were examined in depth before the certification was awarded. Real Alternatives was one of the first four organizations to be certified under the Standards program that began in 2002, and again one of the very first to be re-certified in 2007. The 2012 re-certification lasts for five years. One of the areas inspected for Recertification of the Seal of Excellence was the Real Alternatives Conflict of Interest Policy that applies to all Board of directors and staff .

Conflict of Interest Policy

Application of Policy

This policy applies to Board members, staff, and certain volunteers of Real Alternatives. A volunteer is covered under this policy if that person has been granted significant independent decision making authority with respect to financial or other resources of the organization. Persons covered under this policy are hereinafter referred to as “interested parties.”

Conflict of Interest

A conflict of interest may exist when the interests or concerns of an interested party may be seen as competing with the interests or concerns of Real Alternatives. There are a variety of situations that raise conflict of interest concerns including, but not limited to, the following.

Financial Interests

A conflict may exist where an interested party, or a relative or business associate of an interested party, directly or indirectly benefits or profits as a result of a decision made or transaction entered into by Real Alternatives. Examples include situations where:

Real Alternatives contracts to purchase or lease goods, services, or properties from an interested party, or a relative, or business associate of an interested party;
Real Alternatives purchases an ownership interest in or invests in a business entity owned by an interested party, or by a relative or business associate of an interested party;
Real Alternatives offers employment to an interested party, or a relative, or business associate of an interested party, other than a person who is already employed by Real Alternatives
An interested party, or a relative or business associate of an interested party, is provided with a gift, gratuity or favor, of a substantial nature, from a person or entity that does business, or seeks to do business, with Real Alternatives;
An interested party, or a relative or business associate of an interested party, is gratuitously provided use of the facilities, property, or services of Real Alternatives.

Other Interests

A conflict may also exist where an interested party, or a relative or business associate of an interested party, obtains a non-financial benefit or advantage that he or she would not have obtained absent his or her relationship with Real Alternatives, or where his/her duty or responsibility owned to Real Alternatives conflicts with a duty or responsibility owed to some other organization. Examples include where:

An interested party seeks to obtain preferential treatment by Real Alternatives for himself or herself, for a relative, or for a business associate;
An interested party seeks to make use of confidential information obtained from Real Alternatives for his or her own benefit, or for the benefit of a relative, business associate, or other organization;
An interested party seeks to take advantage of an opportunity, or enable a relative, business associate, or other organization to take advantage of an opportunity, which he or she has reason to believe would be of interest to Real Alternatives.

Disclosure of Actual or Potential Conflicts of Interest

An interested party is under a continuing obligation to disclose any actual or potential conflict of interest as soon as it is known or reasonably should be known.

An interested party shall complete a questionnaire, in the form attached hereto as Appendix A, to fully and completely disclose the material facts about any actual or potential conflicts of interest. The disclosure statement shall be completed upon his or her association with Real Alternatives and shall be updated annually thereafter. An additional disclosure statement shall be filed at such time as an actual or potential conflict arises.

For Board members, the disclosure statements shall be provided to the Chair of the Board, or in the case of the Chair’s disclosure statement shall be provided to the Secretary of the Board. Copies shall also be provided to the Chief Executive Officer of Real Alternatives.

In the case of staff or volunteers with significant decision-making authority, the disclosure statements shall be provided to the Chief Executive Office of Real Alternatives, or in the case of the Chief Executive Officer’s disclosure, the statement shall be provided to the Chair of the Board.

The Secretary of the Board of Directors shall file copies of all disclosure statements with the official corporate records of Real Alternatives.

General Procedures for the Review of Actual or Potential Conflicts

Whenever there is reason to believe that an actual or potential conflict of interest exists between Real Alternatives and an interested party, the Board of Directors shall determine the appropriate organizational response. This shall include, but not necessarily be limited to, invoking the procedures described below with respect to a specific proposed action or transaction.

Procedures for Addressing Conflicts of Interest – Specific Transactions

Where an actual or potential conflict exits between Real Alternatives and an interested party with respect to a specific proposed action or transaction, Real Alternatives shall refrain from the proposed action or transaction until such time as the proposed action or transaction has been approved by the disinterested members of the Board of Directors of the organization. The following procedures shall apply:

An interested party who has an actual or potential conflict of interest with respect to a proposed action or transaction of the corporation shall not participate in anyway in, or be present during, the deliberations and decision making of Real Alternatives with respect to such action or transaction. The interested party may, upon request, be available to answer questions or provide material factual information about the proposed action or transaction.
The disinterested members of the Board of Directors may approve the proposed action or transaction upon finding that it is in the best interest of the corporation. The Board shall consider whether the terms of the proposed transaction are fair and reasonable to Real Alternatives and whether it would be possible, with reasonable effort, to find a more advantageous arrangement with a party or entity that is not an interested party.
Approval by the disinterested members of the Board of Directors shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. An interested party shall neither be counted for purposes of determining whether a quorum is present nor for purposes of determining what constitutes a majority vote of directors in attendance.
The minutes of the meeting shall reflect that the conflict disclosure was made, the vote taken, and, where applicable, the abstention from voting and participation by the interested party.

Violation of Conflict of Interest Policy

If the Board of Directors has reason to believe that an interested party has failed to disclose an actual or potential conflict of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.

If, after hearing the response of the interested party and making such further investigation as may be warranted in the circumstances, the Board determines that the interested party has in act failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Conflict of Interest Policy Annual Affirmation of Compliance and Disclosure Statement

I have received and carefully read the Conflict of Interest Policy for Board members, staff, and volunteers of Real Alternatives and have considered not only the literal expression of the policy, but also its intent. By signing this affirmation of compliance, I hereby affirm that I understand and agree to comply with the Conflict of Interest Policy. I further understand that Real Alternatives 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.

Except as otherwise indicated in the Disclosure Statement and attachments, if any, below, I hereby state that I do not, to the best of my knowledge, have any conflict of interest that may be seen as competing with the interests of Real Alternatives, nor does any relative or business associate have such an actual or potential conflict of interest.

If any situation should arise in the future which I think may involve me in a conflict of interest, I will promptly and fully disclose the circumstances to the Chair of the Board of Directors of Real Alternatives or to the Chief Executive Officer, as applicable.

I further certify that the information set forth in the Disclosure Statement and attachments, if any, is true and correct to the best of my knowledge, information, and belief.

Name (please print)

Signature

Date

Disclosure Statement

Please complete the questionnaire, below, indicate any actual or potential conflicts of interest. If you answer “yes” to any of the questions, please provide a written description of the details of the specific action or transaction in the space allowed. Attach additional sheets as needed.

Financial Interests

Please indicate whether, during the past twelve (12) months:

Has Real Alternatives contracted to purchase or lease goods, services, or property from you or from any of your relatives or business associates?

If yes, please describe:

Has Real Alternatives purchased an ownership interest in or invested in a business entity owned by you or owned by any of your relatives or business associates?

If yes, please describe:

Has Real Alternatives offered employment to you or to any of your relatives or business associates other than a person who was already employed by Real Alternatives?

If yes, please describe:

Have you or have any of your relatives or business associates been provided with a gift, gratuity or favor, of a substantial nature, from a person or entity which does business, or seeks to do business, with Real Alternatives?

If yes, please describe:

Have you, or any of your relatives or business associates, been gratuitously provided use of the facilities, property, or services of Real Alternatives?

If yes, please describe:

Other Interests

A conflict may also exist where an interested party, or a relative or business associate of an interested party, obtains a non-financial benefit or advantage that he would not have obtained absent his/her relationship with Real Alternatives, or where his/her duty or responsibility owed to Real Alternatives conflicts with a duty or responsibility owed to some other organization.

Please indicate if any anytime during the past twelve (12) months:

Did you obtain preferential treatment by Real Alternatives for yourself or for any of your relatives or business associates?

If yes, please describe:

Did you make use of confidential information obtained from Real Alternatives for your own benefit or for the benefit of a relative, business associate, or other organization?

If yes, please describe:

Did you take advantage of an opportunity or enable a relative, business associate or other organization to take advantage of an opportunity which you had reason to believe would be of interest to Real Alternatives?

If yes, please describe: