Policy on Conflicts of Interest
Revised 2020
It is in the best interest of the Greater Mexico Chamber of Commerce, Inc. (the Chamber) to be aware of and properly manage all conflicts of interest and appearances of a conflict of interest. This policy is designed to help directors, officers, and volunteers of the Chamber identify situations that present potential conflicts of interest, and to provide to Chamber with a procedure to appropriately manage conflicts in accordance with legal requirements and the goals of accountability and transparency in the chambers operations.
1. Conflict of Interest: in this policy, a person with a conflict of interest is referred to as an ‘”interested person”. For purposes of this policy the following circumstances shall be deemed to create a conflict of interest:
a. A director, officer or volunteer, including a board member or family member of any of the foregoing, is a party to a contract or involved in a transaction with the Chamber for goods or services.
b. A director, officer or volunteer, or family member of any of the foregoing, has a material financial interest in a transaction between the chamber and an entity in which the director, officer, volunteer or family member of any of the foregoing is a director officer, partner, associate, employee trustee, personal representative, receiver, guardian, custodian, or other legal representative.
c. A director, officer or volunteer, or family member of any of the foregoing, is engaged in some capacity or has a material financial interest in a business or enterprise that competes with the chamber.
Gifts, Gratuities and Entertainment: Accepting gifts, entertainment, or other favors from individuals or entities, can also result in a conflict or duality of interest when the party providing the gift, entertainment, or favor, does so under circumstances where it could be inferred that such action was intended to influence, or possibly would influence, the interested party in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value, or entertainment of nominal or insignificant value, which are not related to any particular transactions or activity of the chamber.
2. Definitions:
a. A conflict of interest is any circumstance described in part 1 of this policy.
b. An “interested person” is any person serving as an officer or member of the chamber, or a major donor to the Chamber, or anyone else who is in a position of control over the chamber, who has a personal interest that is in conflict with the interest of the chamber.
c. A “family member” is a spouse, parent, child, brother or sister of an interested party or spouse of a parent, child, brother or sister of an “interested party”.
d. A “material financial interest” is an entity and a financial interest of any kind, which, in view of all circumstances, is substantial enough that it would, or reasonably could, affect an interested person’s, or family member’s judgment with respect to transactions to which the entity is a party.
e. A “contract or transaction” is any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any other type of financial relationship, or the exercise of control over another organization. The making of a gift to the Chamber is not a contract or transaction.
3. Procedures:
a. Prior to board or committee action on a contract or transaction involving a conflict of interest, a Director or committee member having a conflict of interest and who attends the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that volunteers have a conflict of interest, relevant facts should be disclosed by the board member, or by the interested person, him or herself, if invited to the board meeting for purposes of disclosure.
b. A director or committee member who plans not to attend a meeting at which he or she has a reason to believe that the board or committee will act on a manner in which the person has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting, and the disclosures shall be reflected in the meeting minutes.
c. A person who has a conflict of interest shall not participate in or be permitted to hear the board or committee’s discussion of the matter, except to disclose material facts, and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
d. A person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purpose of that vote. Such a person’s ineligibility to vote shall be reflected in the minutes of the meeting.
e. Interested persons who are not members of the board of directors of the Chamber or who have a conflict of interest with respect to a contract or transaction that is not the subject of board or committee actions shall disclose to the chair or chairs designee, and a conflict of interest that such an interested person has with respect to a contract or transaction. Such disclosure shall be made as soon as the conflict of interest is known to the interested person. The interested person shall refrain from any action that may affect the chamber’s participation in such a contract or transaction.
In the event it is not entirely clear that conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to the chair or the chairs designee, who shall determine whether full board discussion is warranted or whether there exists a conflict of interest that is subject to this policy.
4. Confidentiality:
Each Director, officer and volunteer shall exercise care not to disclose confidential information acquired in connection with disclosures of conflict of interest, or potential conflict, which might be adverse to the interest of the Chamber. Furthermore, directors, officers, and volunteers shall not disclose or use information relating to the business of the chamber for their personal profit or advantage, or the personal profit or advantage of their family members.
5. Review of Policy:
a. Each director, officer and volunteer shall be provided with and asked to review a copy of his policy, and to acknowledge in writing that he or she has done so.
b. Annually each director, officer and volunteer shall complete a disclosure form identifying any relationships, positions, or circumstances, in which he or she is involved that he or she believes could contribute to a conflict of interest. Such relationships, positions or circumstances might include service as director, or consultant to another nonprofit organization or ownership of a business that might provide goods or services to the chamber. Any such information regarding the business interests of a director, officer, volunteer, or family member of any of the foregoing, shall be treated as confidential and shall generally be made available only to the chair, the president and any committee appointed to address conflicts of interest, except to the extent additional disclosure is necessary in connection with the implementation of this policy.
c. This policy shall be reviewed annually by each member of the board of directors. Any changes to the policy shall be communicated to all volunteers.
