Mental Health Association of Greater Chicago Conflict of Interest Policy

EIN 36-2373128

Mental Health Association of Greater Chicago
An Illinois Non-profit Corporation

CONFLICT OF INTEREST AND CONFIDENTIALITY
POLICY AND AGREEMENTARTICLE IPURPOSES
It is important for Mental Health Association of Greater Chicago directors, officers, and staff tobe aware that both real and apparent conflicts of interest or dualities of interest sometimes occur
in the course of conducting the affairs of the corporation and that the appearance of conflict canbe troublesome even if there is in fact no conflict whatsoever. Conflicts occur because the many
persons associated with the corporation should be expected to have, and do in fact generally havemultiple interests and affiliations and various positions of responsibility within the community.
In these situations a person will sometimes owe identical duties of loyalty to two or more
corporations. The purpose of the conflict of interest policy is to protect the corporation’s taxexempt interest when it is contemplating entering into a transaction or arrangement that might
benefit the private interest of an officer or director of the corporation or might result in a possible
excess benefit transaction. The policy is intended to supplement but not replace any applicablestate and federal laws governing conflict of interest applicable to nonprofit and charitableorganizations.
Conflicts are undesirable because they potentially or eventually place the interests of others
ahead of the corporation’s obligations to its charitable purposes and to the public interest.
Conflicts are also undesirable because they often reflect adversely upon the person involved andupon the institutions with which they are affiliated, regardless of the actual facts or motivationsof the parties. However, the long-range best interests of the corporation do not require thetermination of all association with persons who may have real or apparent conflicts that areharmless to all individuals or entities involved.
Each member of the board of directors and the staff of the corporation has a duty of loyalty to thecorporation. The duty of loyalty generally requires a director or staff member to prefer theinterests of the corporation over the director’s/staff’s interest or the interests of others. InPage 1 of 5

Mental Health Association of Greater Chicago Conflict of Interest Policy

EIN 36-2373128

addition, directors and staff of the corporation shall avoid acts of self-dealing which may
adversely affect the tax-exempt status of the corporation or cause there to arise any sanction or
penalty by a governmental authority.
In connection with any actual or possible conflict of interest, an interested person must disclosethe existence of the financial interest and be given the opportunity to disclose all material facts tothe directors and members of committees with governing board delegated powers considering theproposed transaction or arrangement.
ARTICLE IIDEFINITIONS
2.1 Interested Person
Any director, principal officer, or member of a committee with governing board delegatedpowers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.2 Financial Interest
A person has a financial interest if the person has, directly or indirectly, thorough business,investment, or family:(a) An ownership or investment interest in any entity with which the corporation has atransaction or arrangement,(b) A compensation arrangement with the corporation or with any entity or individual withwhich the corporation has a transaction or arrangement, or(c) A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are notinsubstantial. A financial interest is not necessarily a conflict of interest. Under Article III,Section 2, a person who has a financial interest may have a conflict of interest only if theappropriate governing board or committee decides that a conflict of interest exists.
ARTICLE III

PROCEDURES3.1Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclosethe existence of the financial interest and be given the opportunity to disclose all material facts tothe directors and members of committees with governing board delegated powers considering theproposed transaction or arrangement

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EIN 36-2373128

3.2 Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with theinterested person, he/she shall leave the governing board or committee meeting while thedetermination of a conflict of interest is discussed and voted upon. The remaining board orcommittee members shall decide if a conflict of interest exists.
3.3

Procedures for Addressing the Conflict of Interest(a) An interested person may make a presentation at the governing board or committee meeting,but after the presentation, he/she shall leave the meeting during the discussion of, and the voteon, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction orarrangement.
(c) After exercising due diligence, the governing board or committee shall determine whether
the corporation can obtain with reasonable efforts a more advantageous transaction orarrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible undercircumstances not producing a conflict of interest, the governing board or committee shalldetermine by a majority vote of the disinterested directors whether the transaction orarrangement is in the corporation's best interest, for its own benefit, and whether it is fair andreasonable. In conformity with the above determination it shall make its decision as to whether toenter into the transaction or arrangement.
3.4

Violations of the Conflicts of Interest Policy(a) If the governing board or committee has reasonable cause to believe a member has failed todisclose actual or possible conflicts of interest, it shall inform the member of the basis for such
belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member's response and after making further investigation as warrantedby the circumstances, the governing board or committee determines the member has failed todisclose an actual or possible conflict of interest, it shall take appropriate disciplinary andcorrective action.

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EIN 36-2373128

ARTICLE IV

RECORDS OF PROCEEDINGS
4.1

Minutes

The minutes of the governing board and all committees with board delegated powers shallcontain:(a) The names of the persons who disclosed or otherwise were found to have a financial interestin connection with an actual or possible conflict of interest, the nature of the financial interest,
any action taken to determine whether a conflict of interest was present, and the governing
board's or committee's decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to thetransaction or arrangement, the content of the discussion, including any alternatives to theproposed transaction or arrangement, and a record of any votes taken in connection with theproceedings.
ARTICLE VCOMPENSATION
5.1 A voting member of the governing board who receives compensation, directly or indirectly,
from the corporation for services is precluded from voting on matters pertaining to that member'scompensation.
5.2 A voting member of any committee whose jurisdiction includes compensation matters andwho receives compensation, directly or indirectly, from the corporation for services is precluded
from voting on matters pertaining to that member's compensation.
5.3. No voting member of the governing board or any committee whose jurisdiction includescompensation matters and who receives compensation, directly or indirectly, from thecorporation, either individually or collectively, is prohibited from providing information to any
committee regarding compensation.

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ARTICLE VI
ANNUAL STATEMENTS
Each director, principal officer and member of a committee with governing board delegatedpowers shall annually sign a statement which affirms such person:(a) Has received a copy of the conflicts of interest policy,(b) Has read and understands the policy,(c) Has agreed to comply with the policy, and(e) Understands that the corporation is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its tax-exempt
purposes.

ARTICLE VII
CONFIDENTIALITY

As a member of the Board of Directors, I recognize that I owe a fiduciary duty of care to theMental Health Association of Greater Chicago. This includes a duty of confidentiality. All
information and documentation that I receive from Mental Health Association of GreaterChicago and others in connection with my service on the Board will be treated with strict
confidentiality. Neither the contents nor the existence of this information or documentation will
be shared with anyone other than the officers, directors, authorized employees, and authorized
agents of Mental Health Association of Greater Chicago. I will direct any questions regarding
my confidentiality obligations to the Mental Health Association of Greater Chicago Chairman ofthe Board of Directors.
.

CERTIFICATE OF ADOPTION OF CONFLICT OF INTEREST
POLICY AND AGREEMENT
I do hereby certify that the above stated Conflict of Interest Policy and Agreement for MentalHealth Association of Greater Chicago were approved and adopted by the board of directors on
Saturday, June, 23, 2018 and constitute a complete copy of the Conflict of Interest andConfidentiality Policy of the corporation.
Jesse Maggitt
Dr. Jesse Maggitt, Secretary
Date: ________________

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