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About Lamaze

Governance: Conflict of Interest Policy

Purpose

Lamaze International considers it important that there be a full understanding of and confidence in the honesty and integrity of Lamaze International’s business dealings, that adequate steps are taken to assure that all actions are for the benefit of the organization, and that no Director, Officer or Key Employee or Volunteer has, or is perceived to have, a divided loyalty or other interest which may be in conflict with his or her duties to Lamaze International.

To best serve these purposes Lamaze International’s Board of Directors ("the Board") has adopted this Conflict of Interest Policy ("Policy", which is designed to promote the identification, disclosure, evaluation, and disposition of any actual, potential, or apparent conflicts of interest that in fact or in appearance call into question the undivided duty of loyalty of the Board, Officers, and Key Employees or Volunteers to the organization. Lamaze International may also require non-Board members serving on Committees of the Board of Directors (each "Committee") to comply with this Policy. Such individuals shall be treated as Directors and "interested persons" for purposes of this Policy.

Definitions

  1. "Authorized Committee" means the Executive Committee for transactions involving the exchange of goods and services, or such other committee of the Board that is appointed by the Board of Directors from time to time with authority over relevant issues.

  2. "Conflict Transaction" means a proposed transaction, agreement or arrangement of Lamaze International that could give rise to an actual, potential, or perceived conflict of interest.

  3. "Director" means an individual serving on the board.

  4. "Family Member" means an individual’s spouse or domestic partner, children, grandchildren, and great- grandchildren (whether natural or adopted, and including step-children), siblings (including half siblings); and the spouses of all such individuals.

  5. "Financial Interest" means the receipt, directly or indirectly, of a financial benefit from a transaction, agreement, or arrangement between Lamaze International and a Related Party.

  6. "Key Employee or Volunteer" means any person who is in a position to exercise substantial influence over the affairs of Lamaze International as defined in Section 4958 of the Internal Revenue Code of 1986, as amended, such as high level managers, substantial donors, or former Directors or Officers.

  7. "Officer" means an officer of Lamaze International elected by the Board.

  8. "Related Entity" or "Related Entities" means any entity in which a Related Party has: (a) a thirty-five percent or greater ownership or beneficial interest; (b) in the case of a partnership or professional corporation, a direct or indirect ownership interest of more than five percent; or (c) a director, officer, or employee position.

  9. "Related Party Transaction" means any transaction, agreement or arrangement in which a Related Party has a Financial Interest and in which Lamaze International is a participant.

  10. "Related Party" means a Director, Officer, or Key Employee or Volunteer, and his or her Family Members and/or Related Entities.

Procedures for Addressing Conflicts of Interest

Any transaction, agreement or other arrangement in which the interests of a Related Party could be seen as competing with the interests of Lamaze International shall be treated as an actual, potential, or perceived conflict of interest (even where there is no Financial Interest), and shall be addressed as set forth below.

  1. Duty to Disclose: When a Director, Officer or Key Employee or Volunteer is aware of circumstances relating to Conflict Transaction, such individual must disclose all material facts in writing relating to his or her interest in the transaction, agreement or other arrangement, if not already known, to the Board or the Authorized Committee. If the individual learns of a conflict during the course of a meeting, he or she is encouraged to report it orally for discussion.

  2. Deliberations on Whether a Conflict Is Presented: The Board or Authorized Committee shall determine whether there is an actual, potential or perceived conflict of interest. The interested person may not participate in and may not attempt to influence the deliberations and vote, and must leave the room during the deliberations and vote on whether an actual, potential, or perceived conflict is presented. Notwithstanding anything to the contrary herein, at the request of the Board or Authorized Committee, a Director, Officer, or Key Employee or Volunteer may present background information or answer questions about the interest in question.

  3. Deliberations on the Transaction, Agreement or Arrangement and Recusal: If the Board or Authorized Committee determines that there is a Conflict Transaction, the transaction shall be approved only after the following occurs:

    1. Restrictions on Interested Person: The interested person must refrain from attempting to influence the deliberations or voting on the Conflict Transaction and may not participate in or be present in the room during the deliberations or vote on the transaction. Notwithstanding anything to the contrary herein, at the request of the Board or Authorized Committee, a Director, Officer, or Key Employee or Volunteer may present background information or answer questions about the Conflict Transaction and the interest in question.

    2. Approval of Conflict Transaction: The Board or Authorized Committee must determine that the Conflict Transaction is fair, reasonable, and in Lamaze International’s best interests.

    3. Approval of Related Party Transaction: If a Related Party has a Financial Interest in the Conflict Transaction, the Board or Authorized Committee must designate the transaction as a Related Party Transaction and obtain and rely on comparable market data, to the extent available and applicable, in making the determination that the transaction is fair, reasonable and in Lamaze International’s best interest. In the case of grants and other programmatic investments, it is understood that comparability data may not be applicable or relevant; in these cases, the Board or Authorized Committee must review the rationale for selection of the grantee and the selection process as well as assess the extent to which the grant furthers Lamaze International’s community impact goals and strategy.

    4. Substantial Financial Interest: If a Related Party has a “substantial financial interest” in the Related Party Transaction within the meaning of the New York Not- for-Profit Corporation Law, the Board or Authorized Committee must consider alternative transactions, to the extent available. The issuance of a request for competitive bids or obtaining quotes from other providers of the goods or services through a less formal process shall be deemed to satisfy the obligation to consider alternative transactions.

  4. Voting: Any determination made under this Policy and any transaction, approved under the terms of paragraph (c) above shall be approved by the vote of a majority vote of the disinterested Directors serving on the Board or Authorized Committee after consideration of the factors described in paragraph (c).

  5. Contemporaneous Documentation: The Authorized Committee or Board must document, in the minutes of the meeting at which they occurred, all determinations and approvals made with respect to Related Party Transactions and other Conflict Transactions pursuant to the terms of this Policy. The documentation must include an account of the consideration of comparable market data and alternative transactions, agreements or arrangements, to the extent considered or available.

  6. Role of the Executive Committee: The Executive Committee shall oversee the adoption, implementation of and compliance with this Policy, shall receive regular reports on the matters that are considered and adjudicated under this Policy, and must confirm compliance with this Policy.

Annual Disclosure Statement

  1. Duty to Disclose: Prior to the initial election, appointment or hiring of any Director, Officer, or Key Employee or Volunteer and annually thereafter, such individual must complete, sign, and submit to the Secretary of Lamaze International a written disclosure statement that discloses, to the best of his or her knowledge:
    1. Any entity (for-profit or nonprofit) of which such individual is an officer, director, trustee, member, owner (either as a sole proprietor or partner), or employee and with which Lamaze International has or will have a relationship;

    2. Any transaction in which Lamaze International is a participant and in which such an individual might have a conflicting interest; and

    3. Any other interests that could give rise to a conflict of interest.

  2. Disclosure Statements Available for Inspection: Completed disclosure statements may be made available for inspection to the Board and a copy of all completed disclosure statements will be provided to the Chair of the Executive Committee.

  3. Compliance with Policy: A copy of this Policy must be furnished to each Director, Officer, and Key Employee or Volunteer associated with Lamaze International promptly upon its adoption and subsequent amendment. Each Director, Officer, and Key Employee or Volunteer must acknowledge upon election or appointment and annually thereafter, that he or she has read and is in compliance with this Policy.

Each Director, Officer, and Key Employee or Volunteer must update his or her disclosure statement as necessary to reflect changes over the course of the year.

Approved: April 2016
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