Conflict of Interest Policy

Originally Adopted: April 19, 2022
Revised: August 13, 2026

I. Purpose and Scope

The purpose of this Conflict of Interest Policy (“Policy”) is to protect the interests, integrity, and reputation of The Flute Society of Greater Philadelphia (FSGP) when making decisions, entering into transactions, establishing compensation, or making programming, artistic, or other organizational decisions that could benefit the personal, professional, or financial interests of an individual involved in FSGP governance.

This Policy applies to all Directors, Officers, and Advisory Persons of FSGP, collectively referred to in this Policy as Covered Persons.

As a nonprofit organization, FSGP is responsible for the appropriate stewardship of its financial, organizational, and charitable resources. Covered Persons have a duty to act in the best interests of FSGP and may not use their position or influence for improper personal, professional, or financial benefit.

An actual conflict of interest does not necessarily imply wrongdoing. Many conflicts can be appropriately managed when they are disclosed promptly and addressed through a fair and transparent process.

Actual, potential, and apparent conflicts of interest should therefore be disclosed and evaluated in accordance with this Policy.

II. Identifying a Conflict of Interest

A conflict of interest may arise when a Covered Person, or someone or an organization closely associated with that person, has an interest that could affect—or reasonably appear to affect—the Covered Person’s independence, judgment, or objectivity in carrying out responsibilities to FSGP.

An interest may be financial, personal, professional, business-related, artistic, or organizational.

A potential conflict of interest includes, but is not limited to, a situation in which a Covered Person, or a family member, household member, business, employer, or organization with which the Covered Person has a significant relationship:

1. Has an ownership or investment interest in an individual, business, or organization with which FSGP conducts or is considering conducting business.
2. Serves as a director, officer, employee, contractor, advisor, volunteer, or member of the management of an organization with which FSGP conducts or is considering conducting business.
3. Receives or may receive compensation, a financial benefit, or another material benefit in connection with an FSGP transaction, contract, program, or decision.
4. Receives or may receive personal gifts, favors, loans, in-kind promotion, or other benefits from an individual or organization doing or seeking to do business with FSGP.
5. Serves as a director, officer, employee, advisor, or other representative of another nonprofit or organization competing with FSGP for a grant, contract, sponsorship, funding opportunity, or other limited resource.
6. Has authority or influence over the employment, appointment, compensation, advancement, or professional opportunities of another Covered Person.
7. Has a close personal, family, professional, or business relationship with a person involved in a transaction, appointment, selection, or other matter being considered by FSGP.
8. Has a personal or professional interest in an artistic, programming, competition, audition, selection, employment, contracting, or other decision being considered by FSGP.
9. Could receive a personal, financial, career, professional, promotional, or other material benefit from an opportunity or decision being considered by FSGP.

A financial or other interest does not automatically constitute a conflict of interest. The existence of a conflict will be determined under the procedures described in this Policy.

When there is uncertainty about whether a conflict exists, the Covered Person should disclose the interest rather than make that determination independently.

III. Duty to Disclose

Covered Persons have an ongoing responsibility to disclose actual or potential conflicts of interest fully, accurately, and promptly.

Disclosure should include the material facts necessary for FSGP to evaluate the nature and significance of the potential conflict.

A Covered Person must disclose a potential conflict before participating in discussion, deliberation, recommendation, or voting concerning the matter.

Disclosure does not, by itself, disqualify a person from service to FSGP.

IV. Annual Conflict of Interest Disclosure

A. Annual Disclosure

Each Director, Officer, and Advisory Person must complete an annual Conflict of Interest Disclosure Statement.

For individuals currently serving FSGP, the statement must be completed and submitted no later than June 15 of each year.

The completed statement shall be submitted by email to the FSGP President at:

president@philaflutesociety.org

The President will make the disclosure available to the Board of Directors and ensure that it is maintained with the appropriate FSGP records.

B. Candidates for Elected Office

A person accepting nomination for an elected Director or Officer position must complete a Conflict of Interest Disclosure Statement before the election.

The statement must be submitted to the Nominating Committee Chair, or the Chair's designee, no later than two weeks before the election, whenever practicable.

The Nominating Committee Chair or designee will provide the disclosure to the Board of Directors for review.

A candidate who has completed the required disclosure before election is not required to complete a second identical disclosure immediately following election, provided that the information remains current.

C. Appointments Outside the Regular Election Cycle

A person appointed to a Director, Officer, or Advisory position outside the regular election cycle must complete a Conflict of Interest Disclosure Statement within one week of appointment and before participating in any matter in which that person may have a potential conflict.

D. Continuing Obligation to Update

The annual disclosure does not replace the Covered Person's continuing duty to disclose conflicts as they arise.

If circumstances change or a new potential conflict develops during the year, the Covered Person must disclose it promptly and, in all cases, before participating in any decision involving that interest.

V. Determining Whether a Conflict of Interest Exists

When a potential conflict is disclosed or otherwise identified, FSGP will consider whether the interest could compromise, or reasonably appear to compromise, the Covered Person's independence or objectivity or could raise concerns regarding:

• Bias or preferential treatment
• Private or personal benefit
• Inappropriate use of FSGP funds, property, reputation, opportunities, or other resources
• Excessive or inappropriate compensation
• Improper influence over an artistic, programming, competition, audition, employment, contracting, or other organizational decision
• Fairness to other members, applicants, performers, presenters, vendors, or participants
• Compliance with FSGP's governing documents, policies, or applicable law

VI. Review and Resolution of Potential Conflicts

A. Audit Committee Review

The Executive Board shall appoint an Audit Committee in accordance with the FSGP Bylaws.

For purposes of this Policy, the Audit Committee serves as the independent body responsible for reviewing potential conflicts of interest and making recommendations to the Board of Directors.

When a potential conflict of interest comes before the Board, the matter shall be referred to the Audit Committee for review.

No person who is the subject of the potential conflict may participate as a member of the Audit Committee in reviewing that matter.

B. Information from the Potentially Conflicted Person

The Audit Committee may request information from the potentially conflicted Covered Person and may give that person an opportunity to explain the circumstances and provide relevant facts.

After providing the requested information, the potentially conflicted person must leave the meeting during the Audit Committee's deliberation and vote.

C. Recusal

A potentially conflicted person shall not:

• Participate in deliberations concerning the matter after providing requested information
• Vote on the matter
• Attempt to influence the deliberation or vote
• Use their position within FSGP to pressure or improperly influence another participant in the decision

Recusal should be documented in the appropriate meeting minutes.

D. Audit Committee Determination

The Audit Committee shall determine whether a conflict of interest exists based on the facts and circumstances presented.

If a conflict exists, the Committee shall consider what action is appropriate to protect the interests of FSGP.

When relevant, the Committee may consider whether a reasonably available alternative would accomplish FSGP's purposes without creating the conflict.

The Audit Committee may recommend that FSGP:

• Proceed with the proposed transaction or decision subject to appropriate safeguards
• Modify the proposed arrangement
• Select an alternative transaction, vendor, participant, or course of action
• Require continued recusal by the conflicted person
• Decline to proceed with the proposed transaction or decision
• Take another action reasonably necessary to protect FSGP's interests

E. Board Action

At the conclusion of its review, the Audit Committee shall provide the Board of Directors with its findings and recommended action.

The Board shall review the recommendation and determine the appropriate course of action.

Any Director with a conflict concerning the matter shall not participate in the Board's deliberation or vote.

Whenever practicable, the Board should review and act on the Audit Committee's recommendation within one week of receiving it.

VII. Documentation

The minutes or other official record of any Audit Committee or Board meeting involving an actual or potential conflict of interest should document, as applicable:

1. The name of the person who disclosed, or was determined to have, a potential conflict.
2. The nature of the interest.
3. The material facts considered.
4. Whether the Audit Committee determined that a conflict of interest existed.
5. The names of persons present for the deliberation and vote.
6. The recusal of any conflicted person.
7. Any alternatives or relevant considerations reviewed.
8. The Audit Committee's recommendation.
9. The action and vote taken by the Board of Directors.

VIII. Compensation

FSGP may authorize compensation to a Director or Officer in limited circumstances, including:

• A monetary stipend for competition adjudication or evaluation
• A monetary stipend for presenting a masterclass
• Complimentary FSGP membership associated with such authorized service

A Director or Officer who may receive compensation from FSGP may provide relevant information concerning the proposed service but may not participate in deliberation or vote on their own compensation.

FSGP shall not compensate Directors or Officers for:

1. Presentations other than masterclasses.
2. Services that are part of the ordinary responsibilities of the individual's FSGP volunteer position or job description.
3. Travel expenses associated with service to FSGP.

Any compensation authorized under this section should be reasonable in relation to the services provided and approved through the procedures required by this Policy.

IX. Prohibited Loans

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

X. Failure to Disclose a Conflict

If the Board or Audit Committee has reasonable cause to believe that a Covered Person failed to disclose an actual or potential conflict of interest, the person shall be informed of the concern and given an opportunity to provide an explanation.

After considering the response and conducting any additional review deemed appropriate, the Board may take corrective action consistent with this Policy, the FSGP Bylaws, and other applicable organizational policies.

XI. Annual Acknowledgment

As part of the annual disclosure process, each Covered Person shall acknowledge that they:

• Have received or have access to the current Conflict of Interest Policy
• Have read and understand the Policy
• Agree to comply with the Policy
• Understand their continuing obligation to disclose actual or potential conflicts of interest as they arise

XII. Policy Review and Amendments

The Board of Directors may review and amend this Policy as necessary to reflect changes in FSGP's activities, governance practices, or applicable requirements.

Any amendment to this Policy must be approved by the Board of Directors.

Originally adopted by the Board of Directors of The Flute Society of Greater Philadelphia on April 19, 2022.
Revised August 13, 2026.