Section One: Scope
The following Conflict of Interest Policy applies to each member of the Board, to all officers of the administration and to all employees of the University holding certain positions as
determined by the Finance Committee. These groups of individuals collectively are referred to
as “Covered Person(s)”. Further, this Policy is intended to serve for the guidance of all persons
employed by the University, regardless of position.
Section Two: Responsibility
Members of the Board, officers and employees serve a public-interest role and thus have
a clear obligation to conduct all affairs of the University in a manner consistent with this
concept. All decisions of the Board, officers of the administration and the employees of the
University are to be made solely on the basis of a desire to promote the best interests of the
University and the public good.
Section Three: Prohibitions
- No Covered Person may enter into a transaction or arrangement with the
University unless the facts of the Covered Person’s financial interest in the transaction or
arrangement have been fully disclosed and the transaction or arrangement has been expressly
authorized by the Finance Committee (or in certain cases, the Board of Trustees) in the manner set forth below. Even if the Covered Person is not directly entering into a transaction or arrangement, a Covered Person will be considered to have a financial interest in such transaction
or arrangement if one of the parties is a family member of the Covered Person or an entity in
which a Covered Person or a family member has voting rights, an ownership or other financial
interest, or any controlling or influential interest.
- No Covered Person may accept gifts, including payments, discounts, rebates
entertainment, travel, or other personal benefits or favors under circumstances that might lead to
the inference that the gift or favor was intended to influence the Covered Person’s decisionmaking
while serving the University. Any gifts that are substantial (having a value totaling $100
or more) and are offered by a person or entity with which the University has entered into or is
considering a transaction or arrangement must be declined. Any insubstantial gifts need not be
declined unless such gifts are received multiple times from the same source. However, a Covered Person may attend business meals, sporting, entertainment or other similar events provided the gift giver is also present and the cost is reasonable and participation does not
obligate the Covered Person in any way to the gift giver or the host.
Section Four: Disclosure
A financial interest is not necessarily a conflict of interest nor is it a transaction which is prohibited. However, in implementing this Policy, and evaluating the transaction, the University
requires that the following disclosures be made:
- The Finance Committee shall develop a form of Disclosure Statement. Each Covered Person shall complete a Disclosure Statement upon first acceding to office or position at the University, and in July of each year. Each Covered Person must update the Disclosure Statement immediately following any material change in the information requested on the Disclosure Statement. In completing the Disclosure Statement, each Covered Person must disclose all relationships and business affiliations that reasonably could give rise to or reasonably be construed as giving rise to a conflict of interest involving the institution. The Disclosure Statements must be submitted to and reviewed by the Finance Committee and the Board, as appropriate.
- The Finance Committee shall provide the Board with a summary report of all known actual or potential conflicts of interest, either orally or in writing, on at least an annual basis and more frequently as appropriate. The Finance Committee shall also report to the Board, either orally or in writing, at the next meeting of the Board after the Finance Committee has received an initial report of a conflict of interest and at the next meeting of the Board after the Finance Committee has considered and resolved or voted on a conflict of interest.
- If the University enters into a transaction or arrangement with a Covered Person, such transaction or arrangement will be reported as required on the University’s Internal Revenue Service Form 990 and Massachusetts Form PC.
Section Five: Procedures
- After receiving disclosure of a Covered Person’s financial interest in a transaction
or arrangement, the Finance Committee shall discuss and vote upon the question of whether a
conflict of interest exists or could reasonably be construed to exist.
- A Covered Person may be invited by the Finance Committee to make a
presentation to the Finance Committee at a meeting called for the purpose of considering the
transaction or arrangement and the Covered Person’s interest. Any Covered Person with respect
to such interest shall leave the meeting while the determination of a conflict of interest is
discussed and voted upon. If such Covered Person is a member of the Finance Committee, he or she shall not be counted for purposes of determining the presence of a quorum at a meeting of
the Finance Committee.
- After due consideration of the relevant factors, the Finance Committee shall>
determine by majority vote of the disinterested members of the Committee whether the
transaction or arrangement is in the University’s best interest, for the University’s own benefit,
and whether it is fair and reasonable, and therefore whether the University may or may not enter
into such transaction or arrangement. For guidance in making its determination, the Finance
Committee may in its discretion consider any applicable guidelines issued under the Internal
Revenue Code or by any regulatory authority.
- Minutes of the meeting shall be prepared and approved as soon as practicable
after the meeting of the Finance Committee called for the purpose of considering a conflict of
- In its discretion, the Finance Committee may recommend that a particular conflict
of interest be reviewed and addressed by the Board, in which case the Board shall follow the
procedures set forth in this Section V.
- When implementing this Policy, the Finance Committee or the Board may, but
need not, consult outside experts. If outside experts are used, their use shall not relieve the
Finance Committee and/or the Board of its responsibility for implementing this Policy.
Section Six: Amendment of Conflict of Interest Policy
This Conflict of Interest Policy may be amended from time to time upon the affirmative vote of at least two-thirds of the members of the Board of Trustees.