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CONFLICT OF INTEREST POLICY AND DISCLOSURE POLICY

I. Overview

1. This policy applies to all directors, officers, and advisory persons.

2. The purpose of this Conflict of Interest Policy (herein referred to as the “Policy”) is to protect the Flute Society of Greater Philadelphia’s (herein referred to as “Corporation”) interests when considering taking an action or entering into a transaction that might benefit the interests of a director, officer, or advisory person resulting in the payment of excessive compensation to a director, officer, or advisory person, or otherwise violate state and federal laws governing conflicts of interest applicable to nonprofit organizations. 

3. As a non-profit organization, the Corporation is accountable both to government agencies and to members of the public for responsible and proper use of its resources. Directors, officers, and advisory persons have a duty to act in the Corporation’s best interests and may not use their positions for their own financial or personal benefit.

4. Conflicts of interest will be taken very seriously since they can damage the Corporation’s reputation and expose both the Corporation and affiliated individuals to legal liability if not handled appropriately. Even the appearance of a conflict of interest must be avoided, as it could undermine public support for the Corporation.

II. Identifying Conflicts of Interest or Potential Conflicts of Interest

1. A potential conflict of interest arises when a director, officer, or advisory person (or that person’s relative or business) stands to gain benefits (direct, indirect, financial, or professional) from an action the Corporation takes, or a transaction into which the Corporation enters, or has another interest that impairs, or could be seen to impair, the independence or objectivity of the director, officer, or advisory persons in discharging their duties to the Corporation. 

2. Potential conflicts of interest include, but are not limited to, situations in which a director, officer, or advisory person (or that person’s relative or business):

a) has an ownership or investment interest in any third party that the Corporation deals with or is considering dealing with 

b) has an ownership or investment interest in any third party that the Corporation deals with or is considering dealing with

c) serves on the board of, participates in the management of, or is otherwise employed by or volunteers with any third party that the Corporation deals with or is considering dealing with 

d) receives or may receive compensation or other benefits in connection with a transaction into which the Corporation enters

e) receives or may receive personal gifts (including, but not limited to, in-kind promotion) or loans from third parties dealing with the Corporation

f) serves on the board of directors of another non-profit organization that is competing with the Corporation for any grant or contract

g) serves on the board of directors of another organization which has direct or indirect influence over employment opportunities of any director, officer, or advisory person with the Corporation

h) is an employer or in a position which has direct or indirect influence over employment opportunities of any director, officer, or advisory person with the Corporation

i) has a close personal or business relationship with a participant in a transaction being considered by the Corporation

j) has an interest in pursuing a transaction, programming or artistic decision, or other opportunity, being considered by the Corporation for their personal benefit (including career, financial, or other potential benefits).

3. In situations where you are uncertain, err on the side of caution and disclose the potential conflict. 

III. Disclosing Potential Conflicts of Interest

1. All directors, officers, or advisory persons must complete the attached annual disclosure statement and submit it to the Corporation’s Board of Directors via email to the Corporation's president (president@philaflutesociety.org) who will share it with the Corporation’s Board of Directors, and place it on file.

2. The annual disclosure statement must be completed by June 15 of each year by all directors, officers, or advisory persons, OR within one week of appointment or ad hoc nomination.

3. If you accept a nomination for a director or officer position (either via an annual election cycle or ad hoc appointment), you must complete the disclosure statement prior to the election. This must then be sent via email to the nominating committee chair (or designee) no later than two weeks prior to the election. The nominating committee chair (or designee) will share it with the Corporation’s board of directors, and it will be placed on file.

The annual disclosure statement must be completed within one week of election to the Corporation’s Board of Directors or appointment to an advisory position. For persons currently serving as directors, officers, or advisory persons, the annual disclosure statement must be completed by June 15 of each year.

4. Additionally, all directors, officers, or advisory persons must, throughout their time of service to the Corporation, disclose to the best of their knowledge any additional potential conflicts of interest as soon as they become aware of them (and always before any actions involving the potential conflict are taken).

IV. Procedure for Determining and Addressing a Conflict of Interest 

When determining whether a conflict of interest exists, the Board of Directors shall consider whether any potential conflict of interest could cause a programming or artistic decision, or other transaction, entered into by the Corporation toraise questions of bias, inappropriate use of the Corporation’s assets, or any other impropriety. 

1. The Executive Board shall appoint an Audit Committee composed of persons currently serving on the Board of Directors, constituting a quorum as set forth in the Corporation’s Bylaws.

2. When a matter involving a potential conflict of interest comes before the Board of Directors, it shall immediately be referred to the Audit Committee for a procedural investigation.

3. The Audit Committee shall not include any potentially conflicted persons.

4. The Audit Committee may seek information from potentially conflicted Directors, Officers, or Advisory Persons prior to beginning deliberation and reaching a decision on the matter. 

5. Potentially conflicted persons shall not be present during discussion or vote on the matter and must not attempt to improperly influence the deliberation or vote.

6. The minutes of any Audit Committee meeting at which a matter involving a conflict of interest or potential conflict of interest was discussed or voted upon shall include: 

a) the name of the potentially conflicted party

b) the nature of the interest currently before the Audit Committee

c) the decision as to whether the interest presented a conflict of interest

d) the recommended action proposed to the Board

7. The Audit Committee serves as an independent procedural entity and is empowered to determine if a conflict of interest exists and offer recommended action.

8. The Audit Committee will present a report, including findings, decisions, and recommended action(s) to the Board of Directors once it has concluded its procedural investigation.

9. The Board of Directors shall review the Audit Committee’s recommended action(s) within a week of receipt and vote on a course of action. 

V. Compensation

1. The Corporation may authorize compensation such as a monetary stipend (and/or complimentary membership) to Directors (including Officers) for competition adjudication or evaluation, or masterclass presentation.

2. The Corporation may not authorize compensation to Directors (including Officers) for the following services: 

a) Presentations (except for masterclasses) 

b) Services to the Corporation required by volunteer job/position description

c) Any travel expenses associated with service to the Corporation.

VI. Prohibited Acts

The Corporation shall not make a loan to any Director, Officer, or Advisory Person.



(Adopted by the Flute Society of Greater Philadelphia Board of Directors on April 19, 2022.)

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