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ANTIOCH UNIVERSITY
CONFLICTS OF INTEREST POLICY FOR TRUSTEES AND OFFICERS
This conflicts of interest policy has been adopted to protect the University’s
interest when it is contemplating entering into a transaction or arrangement that
might benefit the private interest of an officer or trustee of the University. This
policy is intended to supplement but not replace applicable federal and state laws
governing conflicts of interest.
This policy applies to each member of the Board of Trustees and to all
officers of the University. It is intended to serve as guidance for all persons
employed by the University in positions of significant responsibility on a regular,
interim or acting basis.
1. Introduction
Members of the Board, officers, and employees of the University serve the
public trust and have a clear obligation to fulfill their responsibilities in a manner
consistent with this fact. All decisions of the Board and officers of the
administration and faculty are to be made solely on the basis of a desire to
promote the best interests of the University and the public good. The University’s
integrity must be protected and advanced at all times.
Men and women of substance inevitably are involved in the affairs of
multiple institutions and organizations. An effective board, administration, and
faculty cannot consist of individuals entirely free from at least perceived conflicts
of interest. Although most such potential conflicts are and will be deemed to be
inconsequential, everyone has the responsibility to ensure that the Board is made
aware of situations that involve personal, familial, or business relationships that
could be troublesome for the University. Thus, the Board requires each trustee
and institutional officer annually 1) to review this policy; 2) to disclose any
possible personal, familial, or business relationships that reasonably could give
rise to a conflict involving the University; and 3) to acknowledge by his or her
signature that he or she is in compliance with the letter and spirit of this policy.
II. Definitions;
A. “Officer or trustee” means an officer or trustee of the University.
B. “Financial interest” means an interest in a transaction exceeding $500 in
value of any officer or trustee on an annual aggregate basis. A person has
an ongoing 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 University has a transaction or
arrangement, or 2) a compensation arrangement with the University or with
any entity or individual with which the University 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
University is negotiating a transaction or arrangement. Compensation
includes direct and indirect remuneration as well as gifts or favors that are
substantial in nature.
An “indirect” fmancial interest arises where the transaction involves a
person or entity of which an officer or trustee or a member of the
immediate family of an officer or trustee, is a proprietor, partner, employee
or officer.
c. “Pecuniary benefit transaction” means a transaction with the University in
which an officer or trustee ofthe University has a fmancial interest, direct
or indirect. However, the following shall not be considered as pecuniary
benefit transactions: .
1. Reasonable compensation for services of an officer and expenses
incurred in connection with official duties of an officer or trustee; or
2. A benefit provided to an officer or trustee or member of the
immediate family thereof if:
a. The ·benefits are provided or paid as part of programs,
benefits, or payments to members of the general public; and
b. The University has adopted written eligibility criteria for such
benefit in accordance withjts bylaws or applicable laws; and
c. The officer, trustee or family member meets all of the
eligibility criteria for receiving such benefit; or
3. A c~ntinuing transaction entered into by the University merely
because a person with a financial interest therein subsequently
becomes an officer or trustee of the University.
D. “Interested person” means any trustee, officer, or member of a committee
with board-delegated powers who has a direct or indirect financial interest.
E. “Business relationship” means a relationship in which a trustee, officer or a
member of his or her family serves as an officer, director, employee,
partner, trustee or controlling stockholder of an organization that does
substantial business with the University.
F. “Family member” means a spouse, parents, siblings, children, or any other
relative if the latter resides in the same household as the trustee or officer.
G. “Substantial benefit” exists when a trustee, officer, or a member of his or
her family 1) is the actual or beneficial owner or more than 5 percent of the
voting stock or controlling interest of an organization that does substantial
business with the University or 2) has other direct or indirect dealings.with
such an organization from which the trustee, officer, or member of the
family benefits directly, indirectly, or potentially from cash or property
receipts totaling $10,000 or more annually.
III. Prohibition on Pecuniary Benefit Transaction
A pecuniary benefit transaction is prohibited unless it is in the best interest
of the University and all of the following conditions are met:
A. The transaction is for goods or services purchased or benefits provided in
the ordinary course of the business of the University for the actual or
reasonable value of the goods or services or for a discounted value, and the
transaction is fair to the University; and
B. The transaction is approved by a two-thirds majority of the Board of
Trustees of the University:
1. After full and fair disclosure of the material facts of the transaction
to the Board and after notice and full discussion of the transaction by
the Board; and
2. Without participation, voting, or presence of any officer or trustee
with a financial interest in the transaction or who has had a
pecuniary benefit transaction with the University in the same fiscal
yea~, except as the Board may require to answer questions regarding
the transaction; and
3. A record of the action on the matter is made and recorded in the
minutes of the Board; and
c. The University maintains a list disclosing each and every pecuniary benefit
transaction, including the names of those to whom the benefit accrued and
the amount of the benefit, an’d keeps such list available for inspection by
members of the Board and contributors to the University;] and
D. If the transaction, or the aggregate of transactions with the same officer or
trustee within one fiscal year, is in the amount of $5,000 or more, the
University publishes notice thereof in a newspaper of general circulation in
the community in which the University’s principal New Hampshire office
is located and gives written notice to the New Hampshire Director of
Charitable Trusts, before consummating the transaction. Such notice shall
state that it is given in· compliance with this section and shall include the
name of the University, the name of the officer or trustee receiving
pecuniary benefit fro~ the transaction, the nature of the transaction, and the
specific dollar amount of the transaction.
IV. Other Prohibitions
These prohibitions do not apply to transactions between the University and
its incorporators, members, or other contributors who are not also officers or
trustees, provided that such transactions are fair to the charitable trust.
A. The University shall not lend money or property to its officers or trustees.
Any officer or trustee who assents to or participates in the making. of any
such loan shall be jointly and severally liable to the University for the
amount of such loan until it is repaid.
B. The University shall not sell, lease for a term of greater than 5 years,
purchase, or convey any real estate or interest in real estate located in the
State of New Hampshire to or from an offiGer or trustee without the prior
approval of the appropriate New Hampshire Probate Court after a finding
that the sale or lease is fair to the University. However, this paragraph shall
IThe list shall also be reported to the New Hampshire Director of Charitable Trusts
each year as part of the annual report required under New Hampshire’law.
not apply tG) a bona fide gift of an interest in real estate to the University by
an officer or trustee of the University.
c. A voting member of any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or
indirectly, from the University for services shall not vote on matters
pertaining to that member’s compensation.
V. Mandatory Disclosure of Ongoing Financial Interest
Each trustee and officer shall use the form attached as Appendix I to
promptly disclose those substantive relationships that he or she maintains (or that
members of the family maintain) with organizations that do business with the
University or otherwise could be construed to potentially affect independent,
unbiased judgment in light of his or her decision-making authority or
re,sponsibility. If an officer or trustee is uncertain as to. the appropriateness of
listing a particular relationship, the chair of the Board of Trustees or the chancellor
should be consulted. He or she, in tum, may elect to consult with legal counsel,
the executive committee, or the of trustees. Such information, including
information provided on the fonn, shall be held in confidence except when, after
consultation with the officer or the trustee, the institution’s best interests would be
served by disclosure.
VI. Annual Statement
Each trustee, principal officer and member of a committee with Board
delegated powers shall annually sign a statement which affirms that such person:
A. has received a copy of the conflicts of interest policy,
B. has read and understands the policy,
c. has agreed to comply with the policy, and
D. understands that the University is an Internal Revenue Code Section
501(c)(3) organization and that in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or
more of its tax-exempt purposes.
VII. Records of Proceedings
The minutes of the Board and all committees with board-delegated powers
shall contain:
A. the names 0f 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 fmancial interest, any action taken to determine
whether a conflict of interest was present, and the Board’s or committee’s
decision as to whether a conflict of interest in fact existed-;and
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 therewith.
VIII. Procedures for Raising New or Immediately Pertinent Conflict of Interest
A. Duty to Disclose Specific Financial Interest
In connection with any new or immediately pertinent conflict of interest, an
interested person must disclose the existence and nature of his or her financial
interest to the trustees and members of committees with board-delegated powers
considering the proposed transaction or arrangement. Such disclosure must be
confirmed in writing as soon as practicable, if written disclosure has not already
been made.
B. Determining Whether a Conflict of Interest Exists
After disclosure of the fmancial interest, the interested person shall leave
the Board or committee meeting while the financial interest is discussed and voted
upon. The remaining Board or committee members shall decide if a conflict of
interest exists.
c. Addressing the Conflict of Interest
1. The chair of the Board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the
proposed·transaction or arrangement.
2. After exercising due diligence, the Board or committee shall
determine whether the University can obtain a more advantageous
transaction or arrangement with reasonable efforts from a person or
entity that would not give rise to a conflict of interest.
3. If a more advantageous transaction or arrangement is not reasonably
attainable under circumstances that would not give rise to a conflict
of interest, the Board or committee shall determine by a majority
vot~ of the disinterested directors whether the transaction or
arrangement is in the University’s best interest and for its own
benefit and whether the transaction is fair and reasonable to the
University and shall make its decision as to whether to enter into the
transaction or arrangement in conformity with such determination
and in conformity with the foregoing provisions of this policy.
IX. Failure to Disclose Potential Conflicts of Interest
A. If the Board or committee has reasonable cause to believe that a member or
officer has failed to disclose actual or potential conflicts of interest, it shall
inform the person of the basis for such belief and afford the person an
opportunity to explain the alleged failure to disclose.
B. If, after hearing the response of the person and making such further
investigation as may be warranted in the circumstances, the Board or
committee determines that the person has in fact failed to disclose an actual.
or potential conflict of interest, it shall take appropriate disciplinary and
corrective action.
ANTIOCHlCONFLICf POLICY
