YWCA Spokane Board of Directors

Board members, committee members, officers and employees have a fiduciary responsibility to YWCA Spokane. They must administer YWCA Spokane’s affairs honestly and prudently, exercising their best care, skill and judgment for the agency’s sole benefit. For these reasons, the following policy describes the principles and procedures to help identify potential conflicts, eliminate preferential insider dealings and mitigate any perceptions of conflicts of interest.

A possible conflict does not preclude YWCA Spokane from doing business with a related party or interested person provided the related party or person discloses the actual conflict or potential conflict of interest and the conflict of interest transaction is approved, if necessary, as required by applicable law.

Definitions

• Interested Person – Any board member, committee member, officer, or employee who has a direct or indirect financial interest, as defined below, is an interested person.
• Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
  • an ownership or investment interest in any entity with which the YWCA has a transaction or arrangement, or
  • a compensation arrangement with the YWCA or with any entity or individual with which the YWCA has a transaction or arrangement, or
  • a potential ownership or investment or interest in, or compensation arrangement with any entity or individual with which the YWCA is negotiating a transaction or arrangement, or
  • a personal, social or romantic relationship that may directly or indirectly influence a transaction with the YWCA.

Procedures

• Duty to Disclose – It is the policy of the YWCA that any Interested Person must disclose the existence of his or her financial interest and all material facts to the Board Chair and/or the CEO in connection with any actual or possible conflicts of interest.
• Annual Disclosure – Annually, each Interested Person shall identify any relationships, positions or circumstances in which she/he is involved that could contribute to a conflict of interest or the perception of a conflict. Any such information regarding an Interested Person shall be treated as confidential and shall be made available only to the Board President and the CEO except to the extent additional disclosure is necessary in connection with implementation of this policy. Each Interested Person may be excused from the discussion and will not be permitted to vote or affect the final outcome of any transaction or decision for which they have disclosed a potential conflict of interest.
• Ongoing Disclosure – In the course of meetings, activities and vendor selection processes, Interested Persons will disclose any interests in a transaction or decision where they are an interested party as described above. After disclosure, the Interested Person may be excused from discussions and will not be permitted to vote or affect the final outcome of the transaction or decision in question.
• Conflict of Interest Policy Statement – Upon or before election, hiring or appointment, each Interested Person shall read and sign the “Conflict of Interest Policy Statement” as well as provide a full, written disclosure of interests, relationships and holdings that could potentially result in a conflict of interest or be perceived as a conflict of interest.
• Adherence to Applicable Laws and Governmental Regulations – Any board member conflict of interest shall be governed by the Revised Code of Washington.