Introduction. Conflict of Interest Policy

Transcription

1 Introduction You are receiving the Conflict of Interest Policy and Disclosure Form and the IRS Form 990 Questionnaire on behalf of the University of La Verne because you are considered to be one of the following: a trustee, an officer, a key employee or a person who previously held one of the former positions. These documents provide information about the potential conflicts of interest that individuals may have in their roles within the University while also serving as required documents to allow the University to file its annual IRS Form 990. Please complete this document and forward it back to the designated individual by January 28, The estimated time to review and complete this document is 15 minutes. If you have questions or comments, please contact Lori Gordien Case, Associate Vice President of Finance, at (909) extension 4100 or via at lgordien@laverne.edu. Thank you for your time and assistance in completing this task and allowing the University to file its IRS Form 990 on time and in compliance with IRS regulations. Conflict of Interest Policy Any trustee, officer, or key employee who exercises discretionary authority on behalf of the University of La Verne may not use this authority for his or her own benefit. It is therefore the policy of the University that all trustees, officers, and key employees have a duty to be free from the influence of any conflicting interest when acting on behalf of the University, representing the University in negotiations, or advising others in the University with respect to dealing with third parties. Trustees, officers and key employees are expected to deal with all persons, firms, or individuals negotiating, contracting, or otherwise having dealings with the University on the sole basis of what is in the best interest of the University without favor or preference to third parties based on personal considerations. To this end the following particular rules shall be observed: 1. No trustee, officer or key employee shall accept from any person, directly or indirectly whether by himself or herself or through his or her spouse or a member of his or her family or through any partner or business or professional associate, any gift, favor, service, employment or offer of employment, or any other thing of value, which he or she knows or has reason to believe is made or offered to him or her with the intent to influence him or her in the performance of his or her duties as a member of the Board of Trustees or member of any committee thereof, or any officer or key employee of the University. 2. No trustee, officer or key employee, who is a partner, officer, or employee of a partnership, firm, or corporation or who owns or controls more than 10 % of the financial interest in such organization, shall represent, appear for, or negotiate on behalf of the University in connection with the acquisition or sale by the University of any interest in real or personal property, tangible or intangible, to or from such partnership, firm, or corporation. 3. No member of the Board of Trustees or member of any Trustee committee thereof shall participate by discussion, voting, or by any other action taken by the Board of Trustees or any committee thereof, in the enactment of or defeat of a motion which relates to any transaction with any party referred to in paragraph 2 above. In case any such matter is discussed at any meeting where any Trustee or committee member who has such an interest is present, he or she shall promptly disclose his or her interest in the matter to be voted on to the chairman of the Page 1 of 1

2 meeting or the President of the University. He or she shall not vote on the matter and at the discretion of the disinterested members present may be required to leave the meeting during the discussion and the voting on the matter. 4. In addition to the foregoing, all trustees, officers and key employees shall disclose to the President of the University the existence of any relationship that may be deemed direct or indirect conflicts of interest with the University of La Verne. For this purpose, a direct or indirect conflict of interest means: a) Any situation in which a trustee, officer or key employee has or may be construed to have a direct or indirect personal or financial interest in any business affairs of the University, whether related to a proposed contract or transaction to which the University may be a party or may be considering or, b) Because of a similarity of business interests or affairs, it may be construed that the University is competing with the personal or financial interest of the trustee, officer or key employee. To assist the University the disclosure shall include information on any existing business relationships between the University and any trustee, officer or key employee and information on any firm or corporation in which any trustee, officer or key employee owns or controls a 10% or greater interest in any firm, corporation or entity. The disclosure shall be reported in writing by such trustee, officer or key employee at least annually to the President of the University. The Board of Trustees may, in its discretion, develop additional rules or procedures to apply in connection with the adoption of this conflict of interest policy. The Board of Trustees approved the foregoing policy by adopting a resolution on April 30,2004. Page 2 of 2

3 Conflict of Interest Compliance It is the policy of the University of La Verne that the highest standards of conduct and honesty are expected of all employees of the University. To that end, members of the Board of Trustees will automatically be deemed to have agreed to comply with the University s Conflict of Interest Policy by accepting appointment to the University s Board of Trustees. Officers and key employees will automatically be deemed to have agreed to comply with University policies and procedures by accepting employment to the University. Trustees, officers and key employees shall cooperate with the President of the University by providing requested information reasonably required to comply with this policy and by signing additional documents that may reasonably be required to confirm continuing compliance with this policy. By signing this form you agree that you have read the University s Conflict of Interest Policy and understand it. The University s conflict of interest policy was approved and duly adopted by the University of La Verne s Board of Trustees on April 30, Reporting Obligations: 1) Annually, all trustees, officers and key employees shall disclose to the President of the University and the Board of Trustees, as applicable, the existence of any relationships that may be deemed direct or indirect conflicts of interest with the University. For this purpose, a direct or indirect conflict of interest means any situation as set forth in University policies, in which a trustee, officer or key employee has or may be construed to have a direct or indirect personal or financial interest in any business affairs of the University, whether related to a proposed contract or transaction to which the University may be a party or may be considering or simply conceptual because of a similarity of business interests or affairs. 2) (a) The President of the University shall promptly provide copies of all disclosures by Board Trustees to the Secretary of the Board, which copies shall be clearly identified as Confidential Information. (b) The President shall be responsible for advising the University on any disclosed conflict of interest affecting officers and key employees, and shall maintain copies of such disclosure statements as appropriate. These copies too shall be confidential information. 3) Whenever any trustee, officer or key employee first becomes aware that he or she has or may have any direct or indirect actual or potential conflict of interest with the University concerning any matter that is before the Board of Trustees or involves a University transaction, that trustee, officer or key employee shall promptly disclose the existence of that conflict of interest to the Board of Trustees or President, as appropriate, whether or not the conflict has been previously disclosed in an annual report or disclosure statement to the President. Page 3 of 3

4 UNIVERSITY OF LA VERNE DISCLOSURE - CONFLICT OF INTEREST FORM Confidential Conflict of Interest Questionnaire 1. Are you or an immediate family member an officer, director, employee, partner, or controlling stockholder of any organization* with which the University of La Verne has business dealings? Yes No If yes, please list the organization(s) and describe the nature of the relationship(s). 2. Do you or an immediate family member have a financial interest in, or receive any material benefit from, any organization* with which the University of La Verne has business dealings? Yes No If yes, please list the organization(s), describe the nature and approximate value of the financial interest or benefit, and also indicate whether you (or a family member) own or control a 10% or greater interest in the organization. 3. In the last fiscal year, have you or an immediate family member received any gift or loan (valued in excess of $250.00) from a person or organization* with which the University of La Verne has significant business dealings? Yes No If yes, please list the person(s) or organization(s) from whom the gift or loan was received, and the nature and approximate value of the gift or loan. *Organization is defined in the broadest possible sense and is meant to include, but not limited to, corporations, partnerships, nonprofit entities, and limited liability companies. Page 4 of 4

5 UNIVERSITY OF LA VERNE DISCLOSURE - IRS FORM 990 QUESTIONNAIRE IRS Form 990 requires organizations to disclose certain relationships, arrangements, and transactions involving conflicts of interest and independent decision making by their governing bodies. By completing this questionnaire, you assist The University of La Verne in accurately completing the Form 990. On the following pages are four questions for you to answer. To assist you in answering, we have added a box below each question containing an excerpt from Form 990 (in italics), along with pertinent definitions. Please Note: For purposes of completing this questionnaire, the term former implies that someone has held a position at the University within the last five years ( ). For example, someone is considered a former trustee if the person is not a trustee in 2010 but was a trustee in Also, the University has expanded the definition of key employee for purposes of completing this form to include those persons employed by the University who have the potential to recommend or approve significant fiscal transactions/relationships. If you have been asked to complete this form and are not an officer or a trustee, you would be considered a key employee (or former key employee per the description of the term former above). Check all that apply to you: Officer ( ) Trustee ( ) Key Employee ( ) Former Officer ( ) Former Trustee ( ) Former Key Employee ( ) Page 5 of 5

6 I. Grants or Assistance Benefiting Interested Persons The University is required to report each grant (e.g., scholarships, internships, tuition remission, prizes, and awards) or other assistance (including provision of goods, services, or use of facilities), regardless of amount, provided by the University to any interested person at any time during the tax year. Did you (or a person related to you) receive any grants or other assistance from the University of La Verne from 07/01/2009 to 06/30/2010? ( ) yes ( ) no If yes, please supply the following information: (a) Name of interested person (If you individually are the interested person, state self ): (b) Relationship between interested person and the University: (c) Amount of grant or type of assistance: Excerpt from Form 990 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, or substantial contributor, or to a person related to such an individual? Substantial contributor is a person that contributed 2% of contribution revenue to the organization during its tax year, or approximately $1,000,000. Related person means: a member of the organization s grant selection committee; a family member of any of the organization s current or former officers, directors, trustees, key employees, substantial contributors or members of the grant selection committee; a corporation, partnership, trust, or estate in which current or former officers, directors, trustees, key employees, substantial contributors, members of the grant selection committee or family members of any of the foregoing own, individually or collectively, more than 35% of the combined voting power, profits interest or beneficial interest (a 35% controlled entity ); or an employee (or child of an employee) of a substantial contributor or of a 35% controlled entity of a substantial contributor, but only if the employee (or child) received the grant or assistance by the direction or advice of the substantial contributor or 35% controlled entity, or pursuant to a program funded by the substantial contributor that was intended primarily to benefit such employees (or their children). Family member includes an individual s spouse, ancestors, siblings (whether of the whole or half blood), children (natural or adopted), grandchildren, great grandchildren, and spouses of siblings, children, grandchildren and great grandchildren. Page 6 of 6

7 II. Business Transactions Involving Interested Persons The University of La Verne is required to report business transactions for which payments were made from 07/01/2009 to 06/30/2010 between the University and an interested person, if such payments exceed certain reporting thresholds, and regardless of when the transaction was entered into by the parties. Business transactions include contracts of sale, lease, license, and performance of services, whether initiated during the tax year or ongoing from a prior year. Business transactions also include joint ventures in which either the profits or capital interest of the University and the interested person each exceeds 10%. Contributions or membership dues paid to the University, grants, and loans are not considered business transactions for these purposes. Were you involved in a business transaction with the University for which payments were made during fiscal year 2009/2010 or are you aware of an interested person who was involved in a business transaction with the University? ( ) yes ( ) no If yes, please supply the following information: (a) Name of interested person (If you individually are the interested person, state self ): (b) Relationship between interested person and the University: (c) (d) Amount of transaction: Description of transaction: Page 7 of 7

8 Excerpt from Form 990 During the tax year did any person who is a current or former officer, director, trustee, or key employee: a. Have a direct business relationship with the organization (other than as an officer, director, trustee, or employee), or an indirect business relationship through ownership of more than 35% in another entity (individually or collectively with other persons (s) listed in Part VII, Section A)? b. Have a family member who had a direct or indirect business relationship with the organization? c. Serve as an officer, director, trustee, key employee, partner, or member of an entity (or a shareholder of a professional corporation) doing business with the organization? Interested person (with respect to business transactions) means a current or former officer, director, trustee, key employee of the organization, or any of the following: any family member of a current or former officer, director, trustee, key employee; an entity more than 35% owned, directly or indirectly, individually or collectively, by (a) one or more current or former officers, directors, trustees, or key employees and/or (b) their family members; an entity (other than a Section 501(c) organization) of which a current or former officer, director, trustee, or key employee was serving at the time of the transaction as (1) an officer, (2) a director, (3) a trustee, (4) a key employee, (5) a partner or member with an ownership interest (including ownership by a family member) in excess of 5% if the entity is treated as a partnership, or (6) a shareholder with any ownership interest (including ownership by a family member) in excess of 5% if the entity is a professional corporation; any management company of which a former officer, director, trustee or key employee within the past five years is an officer, director, trustee, key employee or direct or indirect 35% owner. Family member includes an individual s spouse, ancestors, siblings (whether of the whole or half blood), children (natural or adopted), grandchildren, great grandchildren, and spouses of siblings, children, grandchildren and great grandchildren. Page 8 of 8

9 III. Independent Trustees If you were not a trustee of the University at any time during fiscal year 2009/2010, check here ( ) and skip to Question IV. Form 990 asks for the total number of voting members of the governing body and the number of independent voting members. You do not lack independence merely because you are a donor to the University, regardless of the amount of your contribution. You were independent only if all three of the following circumstances applied at all times during 2009: You were not compensated as an officer or other employee of the University, and You did not receive total compensation or other payments exceeding $10,000 during 2009 from the University as an independent contractor, other than reimbursement of expenses under an accountable plan or reasonable compensation for services provided in the capacity as a member of the governing body, and Neither you nor any family member was involved in a transaction with the University (whether directly or indirectly through affiliation with another organization) that is required to be reported in as a business transaction in the University s Form 990. Are you independent from the University? ( ) yes ( ) no If no, please explain: Excerpt from Form 990 Enter the number of voting members (of the governing body) that are independent IV. Relationships among Officers, Trustees and Key Employees The University is required to report family or business relationships between officers, trustees and key employees. For each relationship, the University is to identify the persons and whether it is a family relationship or business relationship. No further detail needs to be disclosed in the Form 990. Business relationship for these purposes excludes relationships in the ordinary course of business (that is, on terms generally offered to the public) and privileged relationships between attorney and client, medical professional and patient, or clergy and communicant. Page 9 of 9

10 Did you have a family relationship or a business relationship with another of the University s officers, trustees or key employees at any time during fiscal year 2009/2010 (see Schedule B for listing of officers, key employees and trustees)? ( ) yes ( ) no If yes, ( ) family ( ) business ( ) both Please describe: Excerpt from Form 990 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? Family relationship means a relationship as a spouse, ancestor, brother or sister (whether of the whole or half blood), child (natural or adopted), grandchild, great grandchild, or spouse of a sibling, child, grandchild or great grandchild. Business relationship between two persons includes any of the following: One person is employed by the other in a sole proprietorship or by an organization for which the other is a director, trustee, officer, key employee, or greater-than-35% owner. One person is transacting business with the other (except in the ordinary course of either party s business on the same terms as are generally offered to the public), directly or indirectly, in one or more contracts of sale, lease, license, loan, performance of services, or other transaction involving transfers of cash or property valued in excess of $10,000 in the aggregate during the organization s tax year. Indirect transactions are transactions with an organization with which the one person is associated as a director, trustee, officer, key employee, or greater-than-35% owner. The two persons are each a director, trustee, officer or greater than 10% owner in the same business or investment entity. Key employees: See Schedule B attached hereto I have read the University of La Verne s Conflict of Interest Policy and agree to comply with the policy. Also, I hereby confirm that I have answered the above questions accurately, honestly and to the best of my knowledge. Dated: Name: (Please print) Signature: Page 10 of 10