Conflict of interest policy

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A conflict of interest policy was voted on to be added to the bylaws in April 2010. This text was found in a .pdf linked in this thread on the member's google group, Voting proposal roundup for the 4/6/2010 meeting

The pdf itself is here: Google Groups and here File:Pumping Station One Conflict of Interest Policy.pdf

Pumping Station: One NFP



Pumping Station: One NFP is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of Pumping Station: One NFP as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public.

Consequently, there exists between Pumping Station: One NFP and its board and officers and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The board and its officers have the responsibility of administering the affairs of Pumping Station: One NFP honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of Pumping Station: One NFP. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with Pumping Station: One NFP or knowledge gained therefrom for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.


This statement is directed not only to directors and officers, but to all who can influence the actions of Pumping Station: One NFP. For example, this would include all full membership members, and anyone who has proprietary information concerning Pumping Station: One NFP.


Conflicts of interest may arise in the relations of directors and officers with any of the following third parties:

1. Persons and firms supplying goods and services to Pumping Station: One NFP.

2. Persons and firms from whom Pumping Station: One NFP leases property and equipment.

3. Persons and firms with whom Pumping Station: One NFP is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property.

4. Competing organizations.

5. Agencies, organizations and associations which affect the operations of Pumping Station: One NFP.


A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through:

1. Owning stock or holding debt or other proprietary interests in any third party dealing with Pumping Station: One NFP.

2. Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with Pumping Station: One NFP.

3. Receiving remuneration for services with respect to individual transactions involving Pumping Station: One NFP.

4. Receiving personal gifts or loans from third parties dealing or competing with Pumping Station: One NFP. Receipt of any gift is disapproved except gifts of a value less than $50, which could not be refused without discourtesy. No personal gift of money should ever be accepted.


The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors and officers will recognize such areas and relation by analogy. The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of Pumping Station: One NFP. However, it is the policy of the board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board and officers to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.

SECTION 6. DISCLOSURE POLICY AND PROCEDURE: Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:

1. The conflicting interest is fully disclosed;

2. The person with the conflict of interest is excluded from the discussion and approval of such transaction;

3. A competitive bid or comparable valuation exists; and

4. The board has determined that the transaction is in the best interest of the organization.

Disclosure in the organization should be made to the president (or if she or he is the one with the conflict, then to the vice-president, who shall bring the matter to the attention of the board. Disclosure involving directors should be made to the president or if she or he is the one with the conflict, then to the board vice-president who shall bring these matters to the board or a duly constituted committee.

The board or a duly constituted committee shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to Pumping Station: One NFP. The decision of the board or a duly constituted committee thereof on these matters will rest in their sole discretion, and their concern must be the welfare of Pumping Station; One NFP and the advancement of its purpose.