(A) Purpose.
(1) The purpose of the conflict of interest policy is to protect the CED Board and its members from approving grants that might benefit the private interest of a Board member.
(2) This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to governmental organizations.
(B) Definitions. For the purpose of this section, the following definitions shall apply unless the context clearly indicates or requires a different meaning.
FINANCIAL INTEREST.
(a) A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
1. An ownership or investment interest in any entity with which the CED Board is considering an application, transaction or arrangement;
2. A compensation arrangement with the CED Board or with any entity or individual with which the CED Board has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the CED Board is negotiating a transaction or arrangement.
(b) Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
(c) A FINANCIAL INTEREST is not necessarily a conflict of interest. Under § 31.037(B) of this chapter, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
INTERESTED PERSON. Any Board member who has a direct or indirect financial interest, as defined in division (C) below, is an INTERESTED PERSON.
(C) Procedures.
(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 considering the proposed transaction or arrangement.
(2) 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 or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
(3) Procedures for addressing the conflict of interest.
(a) An interested person may make a presentation at the governing Board meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) After exercising due diligence, the governing Board shall determine whether the organization 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.
(c) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the CED Board’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.
(4) Violations of the conflicts of interest policy.
(a) If the governing Board 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.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
(Ord. 2020-08, passed 4-21-2020)