Conflict of Interest Policy Statement


It is the policy of CID that all board of directors avoids any conflict between their interest and those of CID. In order to maintain the confidence of the public and its members, the CID has adopted this conflict of interest and disclosure policy



Article I -- Purpose

1. The purpose of this policy is to ensure the CID’s honesty and integrity, and its reputation therefore, are not compromised. This is intended to protect CID’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer or director of CID or might result in a possible excess benefit transaction.
2. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.



Article II – Definitions

A situation in which professional judgment or behavior concerning a primary interest (in this case the integrity of CID has been improperly influenced by a different interest (such as for financial gain). It is possible to give an exhaustive list of situations that might involve conflict of interest. However, among the situations that would most cases constitute a conflict are:



  1. Holding any interest in an organization that competes with CID
  2. Being employed by (including as a consultant) or services on the board of any organization which does, or is seeking to do, business with CID or which competes with CID
  3. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  4. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial
  5. Profiting personally, e.g through commissions, loans, expense reimbursements or other payments from any organization seeking to do business with CID, or
  6. A member of a board of directors’ immediate family is involved in such situations are are described above.

Article III – Procedures

It is recognized that CID board members have personal, business, and professional interests, some of which may have the potential to create real or perceived conflicts with the best interests of the CID. The CID does not necessarily view the existence of these interests as an impediment to participation in CID activities, but it does require that they be disclosed.



1. Duty to Disclose -- In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or Executive Committee.



2. Recusal of Self -- Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.



3. Determining Whether a Conflict of Interest Exists -- After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Executive Committee members shall decide if a conflict of interest exists.



4. Procedures for Addressing the Conflict of Interest


  1. An interested person may make a presentation at the Board or Executive Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

  2. The Chairperson of the Board or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

  3. After exercising due diligence, the Board or Executive Committee shall determine whether CID can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing 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 CID's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

5. Violations of the Conflicts of Interest Policy


  1. If the Board or Executive Committee has reasonable cause to believe a member has failed to disclose 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.

  2. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board or Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV – Records of Proceedings


The minutes of the Board and all committees with board delegated powers shall contain:

  1. 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, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's or Executive Committee's decision as to whether a conflict of interest in fact existed.

  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V – Compensation

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.

  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI – Annual Statements


1. Each director, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflict of interest policy,

  2. Has read and understands the policy,

  3. Has agreed to comply with the policy, and

  4. Understands CID 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.

2. Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director.


3. If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form.


4. The Executive Committee shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.

Article VII – Periodic Reviews


To ensure CID operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:


  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm's length bargaining.

  2. Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to CID's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.

    3. Article VIII – Use of Outside Experts


    When conducting the periodic reviews as provided for in Article VII, CID may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.