Hamilton Planetarium Scholarship Fund, Inc.

Subtitle

Conflict of Interest Policy & Whistleblower Policy

Hamilton Planetarium Scholarship Fund, Inc.

Conflict of Interest Policy

and

Annual Statement for Directors and Officers

 

Article I – Purpose

1. The purpose of this Board conflict of interest policy is to protect HAMILTON SCHOLARSHIP FUND’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer or director of HAMILTON SCHOLARSHIP FUND 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.

3. This policy is also intended to identify “independent” directors.

4. This policy will also apply to any or all of the five regional planetarium associations presidents (MAPS, GLPA, SEPA, SWAP, PPA) who have the power to remove a trustee for cause (or in some circumstances to name new trustees), should they be called, per to bylaws, to act in this capacity, or to adjudicate a conflict.

5.  This policy does not apply to scholarship funds recipients, applicants, and their families (unless such persons are also directors).

 

Article II -- Definitions

1. Interested person -- Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

 

2. Financial interest -- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a.         An ownership or investment interest in any entity with which HAMILTON SCHOLARSHIP FUND has a transaction or arrangement,

b.         A compensation arrangement with HAMILTON SCHOLARSHIP FUND or with any entity or individual with which HAMILTON SCHOLARSHIP FUND has a transaction or arrangement, or

c.         A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which HAMILTON SCHOLARSHIP FUND is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board or Executive Committee decides that a conflict of interest exists, in accordance with this policy.

 

3. Independent Director -- A director shall be considered “independent” for the purposes of this policy if he or she is “independent” as defined in the instructions for the IRS 990 form or as follows:

a.         is not, and has not been for a period of at least three years, an employee of HAMILTON SCHOLARSHIP FUND or any entity in which HAMILTON SCHOLARSHIP FUND has a financial interest;

b.         does not directly or indirectly have a significant business relationship with HAMILTON SCHOLARSHIP FUND, which might affect independence in decision-making;

c.         is not employed as an executive of another corporation which has a significant business relationship with HAMILTON SCHOLARSHIP FUND, which might affect independence in decision-making;

 

 

 

and

d.         does not have an immediate family member who is an executive officer or employee of the HAMILTON SCHOLARSHIP FUND or who holds a position that has a significant financial relationship with HAMILTON SCHOLARSHIP FUND.

 

Article III -- 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 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

a.         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.  This meeting may occur online via teleconferencing software, or via e-mail.

b.         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.  That person or committee may consist of any or all of the five regional planetarium associations presidents (MAPS, GLPA, SEPA, SWAP, PPA).

c.         After exercising due diligence, the Board or Executive Committee shall determine whether HAMILTON SCHOLARSHIP FUND 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.

d.         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 HAMILTON SCHOLARSHIP FUND'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

a.         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.

b.         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 corrective action, including rescinding the intention to make a scholarship offer.

 

 

Article IV – Records of Proceedings

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

a. 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.

b. 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

a. Members of the Board of the HAMILTON SCHOLARSHIP FUND are not to receive compensation for their service on the board.   However, if a voting member of the Board receives compensation in some indirect manner, that member is precluded from voting on the issue in question.

b. Members of the Board are required to provide information regarding the nature of indirect 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:

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

b.         Has read and understands the policy,

c.         Has agreed to comply with the policy, and

d.         Understands HAMILTON SCHOLARSHIP FUND 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. 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.

3. The Board 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.

4. The disclosure form/annual statement may be submitted and archived electronically as a pdf file.

 

Article VII – Periodic Reviews

To ensure HAMILTON SCHOLARSHIP FUND 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: Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to HAMILTON SCHOLARSHIP FUND'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.

 

Article VIII – Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, HAMILTON SCHOLARSHIP FUND 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.

 

The End

 

 

 

 

Revision History by the HAMILTON SCHOLARSHIP FUND Board

Initial Conflict of Interest policy adopted February 25, 2015

 

Director and Officer

Annual Conflict of Interest Statement

 

1. Name: ____Thomas Wm. Hamilton_________________________________________ Date: Feb.26, 2015__________

 

2. Position:

Are you a voting Director?      Yes    

Are you an Officer?                Yes      

If yes, position held:   __Chair__________________________.

 

Are you an independent director, as defined in the Conflict of Interest policy?

Yes    

If you are not independent, explain? ______________________________________

 

3. I affirm the following:

I have received a copy of the HAMILTON SCHOLARSHIP FUND Conflict of Interest Policy.

_TWH___ (initial)

I have read and understand the policy. __TWH_______ (initial)

I agree to comply with the policy. _TWH________ (initial)

I understand that HAMILTON SCHOLARSHIP FUND is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of tax-exempt purposes. __TWH_______ (initial)

 

4. Disclosures:

a. Do you have a financial interest (current or potential), including a compensation arrangement, as defined in the Conflict of Interest policy with HAMILTON SCHOLARSHIP FUND?                        No

i. If yes, please describe it: ____________________________________________

ii. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy?   

            N/A

b. In the past, have you had a financial interest, including a compensation arrangement, as defined in the Conflict of Interest policy with HAMILTON SCHOLARSHIP FUND?                                   

     No

i. If yes, please describe it, including when (approximately):

_______________________________________________

ii. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy?   

Yes                 No

 

 

Signature of director  __Thomas Wm. Hamilton_______________________ Date: _Feb. 26, 2015________________

 

Date of Review: ____Feb 26, 2015_________________________

 

Director and Officer

Annual Conflict of Interest Statement

 

1. Name: _____Sheldon Schafer______________ Date: ___25 Feb 2014

 

2. Position:

Are you a voting Director?      Yes     

Are you an Officer?                 No 

If yes, position held:   ______________________________________.

 

Are you an independent director, as defined in the Conflict of Interest policy?

Yes    

If you are not independent, explain? ___NA________________________________

 

3. I affirm the following:

I have received a copy of the HAMILTON SCHOLARSHIP FUND Conflict of Interest Policy.

_SS_ (initial)

I have read and understand the policy. __SS_______ (initial)

I agree to comply with the policy. ___SS______ (initial)

I understand that HAMILTON SCHOLARSHIP FUND is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of tax-exempt purposes. __SS____ (initial)

 

4. Disclosures:

a. Do you have a financial interest (current or potential), including a compensation arrangement, as defined in the Conflict of Interest policy with HAMILTON SCHOLARSHIP FUND?                                 No

i. If yes, please describe it: __NA________________________________________

ii. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy?   

       NA

b. In the past, have you had a financial interest, including a compensation arrangement, as defined in the Conflict of Interest policy with HAMILTON SCHOLARSHIP FUND?                                   

            No

i. If yes, please describe it, including when (approximately):

_______________________________________________

ii. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy?   

     NA

Signature of director  ____Sheldon Schafer_______________ Date: _25 Feb 2014___

 

 

 

 

 

 

 

 

Hamilton Planetarium Scholarship Fund, Inc.

Whistleblower Protection Policy

 

The Hamilton Scholarship Fund requires directors and officers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of the Hamilton Scholarship Fund, they must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

 

This policy will also apply to any or all of the five regional planetarium associations presidents (MAPS, GLPA, SEPA, SWAP, PPA) who have the power to remove a trustee for cause (or in some circumstances to name new trustees), should they be called, per the bylaws, to act in this capacity, to adjudicate a conflict, or act as a whistleblower.

 

Reporting Responsibility

This Whistleblower Policy is intended to encourage and enable those mentioned above to raise

serious concerns internally so that the Hamilton Scholarship Fund can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, and volunteers to report concerns about violations of The Hamilton Scholarship Fund’s code of ethics or suspected violations of law or regulations that govern The Hamilton Scholarship Fund’s operations.

 

No Retaliation

It is contrary to the values of The Hamilton Scholarship Fund for anyone to retaliate against any board member, officer, or volunteer who in good faith reports an ethics violation, or a suspected

violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of  any regulation governing the operations of The Hamilton Scholarship Fund.

 

Reporting Procedure

The Hamilton Scholarship Fund has an open door policy and suggests that board members share their questions, concerns, suggestions or complaints with each other. If not comfortable speaking with each other, they are encouraged to speak with the Compliance Officer.

 

Compliance Officer*

The Hamilton Scholarship Fund’s Compliance Officer is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Officer will advise the members of the Board of Directors of all complaints and their resolution and will report at least annually to them on compliance activity relating to accounting or alleged financial improprieties.

 

Acting in Good Faith

Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

 

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant.

Reports of violations or suspected violations will be kept confidential to the extent possible,

consistent with the need to conduct an adequate investigation.

 

Handling of Reported Violations

The Hamilton Scholarship Fund’s Compliance Officer will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

 

*Note: The Compliance Officer, per recommended procedures, may be a board member, the Executive Director, or a third party designated by the organization to receive, investigate and respond to complaints.  For the Hamilton Scholarship Fund, that person is hereby designated as the President of GLPA and/or the President of MAPS (either or both may be contacted and requested to act in this capacity).  Current contact information may be found on each organization’s web site.  http://glpa.org/exec  http://www.mapsplanetarium.org/officers/

 

 

Policy approved by the Board of Directors on February 25, 2015.