Conflict of Interest Policy

Article I – Purpose

I.   Overview

1. The purpose of this Conflict of Interest (COI) Policy is to protect the organization’s interests when it is considering taking an action or entering into a transaction that might benefit the private interests of a director, officer or interested person, resulting in the payment or excessive benefit to that individual; or otherwise violate state and federal laws governing conflicts of interest applicable to nonprofit, charitable organizations. This policy establishes a mechanism to disclose real or apparent COI when it may exist.

2. The policy prohibits individuals with real or apparent Conflict of Interest with a given contract from participating in the selection, award, or administration of such contract.

3. The policy restricts any health center employee, officer, board member, and other agents (e.g. contractor acting on behalf of the health center), involved in selection, award, or administration of contracts from soliciting or accepting gratuities, favors, or anything of value for private or anything of monetary value for private financial gain from such contractors or parties to sub-agreements. 

4. As a nonprofit organization, the health center is accountable to both government agencies and members of the public for responsible and proper use of its resources as applicable by state and federal laws governing conflicts of interest for nonprofit organizations.

II.   Identifying Conflict of Interest:

1. A Conflict of interest can occur when an interested person stands to gain a financial benefit 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 key person in discharging their duties to the Corporation.
2. Examples of COI include, but are not limited to:
   a. A transaction, or an action, of UCHC conflicts with the personal interest, financial, or otherwise, of that of a board member, or an immediate family member of a board member, or that the board member’s employer.
   b. Serving on a board of another healthcare organization that does or could compete with UCHC.
   An immediate family member or close relative serves on the board of an organization or works for it whose mission is contrary to UCHC.
   c. An officer, board member, or other interested person’s loyalties or actions are divided between Universal Community Health Center and a competitor, supplier, client, or other UCHC employee. 
3. A potential conflict is not necessarily a COI. If a director, officer, or interested person is unsure of whether a certain transaction, activity, or relationship constitutes a conflict of interest or financial interest, he/she should discuss it with the Executive Committee, and/or UCHC senior management staff. This policy will be reviewed in the event that this occurs.  

 

Article II – Definitions

III.   Key Terms

1. Interested person -- Any director, principal officer, member of a committee with governing board delegated powers, or other individual who has a direct or indirect conflict of interest, including a financial interest, as defined below, is an interested person.
2. Financial interest -- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
   a. An ownership or investment interest in any entity with which UCHC has a transaction or arrangement,
   b. A compensation arrangement with UCHC or with any entity or individual with which UCHC has a transaction or arrangement, or
   c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which UCHC is negotiating a transaction or arrangement.
3. Independent Director -- A director shall be considered for the purposes of this policy, “independent” as defined in the instructions for the IRS 990 form (Return of Organization Exempt Form Income Tax) or, until such definition is available, the director
   a. Has not been for a period of at least three years an employee of UCHC
   or any entity in which UCHC has a financial or other interest;                          b. Does not directly or indirectly have a significant business relationship with UCHC, which might affect independence in decision-making;                           c. Is not employed as an executive of another corporation where any of UCHC’s executive officers or employees serve on that corporation’s compensation committee; and                                                                     d. Does not have an immediate family member who is an executive officer or employee of UCHC or who holds a position that has a significant relationship with UCHC that would result in a COI.

Article III – Procedures

IV.   Disclosing Conflict of Interest

1. Duty to Disclose -- In connection with any actual or possible conflict of interest, an interested person must disclose in writing, the existence of the apparent or actual conflict of interest and be given the opportunity to disclose all material facts to the Board or Executive Committee. 
   UCHC will inform all employees, officers, board members, and other interested person, about the health center’s standard of conduct covering COI upon hire, and/or at least annually. This would give the opportunity for disclosure of a possible COI. (For more information on standard of conduct, see Employee Handbook). 
2. Recusal (Removal) of Self – Any director may recuse or remove himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.
3. Determining Whether a Conflict of Interest Exists -- All Board or Executive Committee members shall decide if a conflict of interest exists without the presence of the interested person.

V.   Procedures for Addressing the Conflict of Interest

1. An interested person may present his/her case at the Board or Executive Committee meeting, but will need to leave the meeting until the final decision is made of whether there is a COI. 
2. The Chairperson of the Board or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.  
3. If the Chairperson of the Board is being investigated as a result of a disclosure of COI,  UCHC’s executive staff and the board’s executive committee will investigate the conflict of interest once the Chairperson presents her/his case, independent of his/her vote.
4. After exercising due diligence and good faith, the Board or Executive Committee shall determine whether UCHC can obtain with reasonable efforts a more advantageous transaction or alternative arrangement from a person or entity that would not give rise to a conflict of interest.
5. If a more advantageous transaction or alternative arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Executive Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in UCHC's best interest, for its own benefit, and whether it is fair and reasonable. Based on that determination, it shall make its decision as to authorize whether to enter into the transaction or arrangement.
6. If after the investigation is concluded, and a COI is stated to exist, the interested person would need to abstain from any participation in the select, award, or administration of the proposed transaction or contract.

VI.   Violations of the Conflicts of Interest Policy

1. If the Board or Executive Committee has reasonable cause to believe a that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.
2. If after hearing the interested person’s response, and after making further investigation as warranted by the circumstances, and the Board or Executive Committee determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
3. UCHC and the Executive Committee will enforce disciplinary or corrective action, and up to including termination or removal for any employee, officer, board member, interested person, or agent who has failed to disclose an apparent or actual COI. 

Article IV – Records of Proceedings

VII.   Minutes & Documentation 

1. Record of all apparent or actual COI cases will be documented in the meeting minutes of the Board and all committees with board delegated powers shall contain:
   a. The names of the persons who disclosed or otherwise were found to have a conflict of interest;
   b. the nature of the conflict of interest;
   c. any action taken to determine whether a conflict of interest was present;
   d.  the Board's or Executive Committee's decision as to whether a conflict of interest in fact existed.
   e. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, including the content of the discussion, and any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
2. UCHC will maintain all documentation pertaining to apparent or actual disclosures on file.
3. In cases where a real or apparent conflict of interest was identified in the procurement
   action, related written disclosures (e.g., board minutes documenting disclosure(s), standard form(s) to report disclosure(s)) completed by employees, officers, board members, and agents of the health centers.
4. If the related party has a substantial financial interest, the board or authorized committee shall document in writing the basis for its approval, including its consideration of any alternative transactions.

Article V – Compensation

 VIII.   Restrictions

1. A voting member of the Board who receives compensation, directly or indirectly, from UCHC for services it is precluded from voting on matters pertaining to that member's compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from UCHC for services is precluded from voting on matters pertaining to that member's compensation.
3. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from UCHC, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

 

Article VI – Annual Statement

 

IX.   Disclosure Form

1. Each year every director, principal officer, and member of a committee with Board delegated powers shall complete and sign a disclosure form which affirms such person:
   a. Has received a copy of the conflict of interest policy, and understand what constitutes a COI;
   b. Has agreed to comply with the policy;
   c. Has been provided the opportunity to disclose and answer questions to determine if an apparent or actual COI exists and needs to be addressed;
   d. Understands UCHC is charitable and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
2. If at any time during the year, an interested person determines that a COI may exist, he or she is shall complete a disclose form and state what the COI is. 
3. The Executive Committee shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.
4. If the related party has a substantial financial interest, the board or authorized committee shall

 

Article VII – Periodic Reviews

X.   Compliance

1. To ensure UCHC operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to UCHC's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment or impermissible private benefit or in an excess benefit transaction.

 

Article VIII – Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, UCHC may, but need not, use outside subject expert’s advice. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.

Conflict of Interest Disclosure Form

Employee, contractor, interested person, or Member of the Board of Directors of Universal Community Health Center (UCHC), understand my duty and responsibility to disclose any Conflict of Interest (COI) at the start of and during service to the organization.

COI may arise when a person affiliated with UCHC benefits directly and to the detriment of the organization. He or she may volunteer, work at another organization (perhaps part-time) or have an immediate family member working or volunteering at another organization in conflict or competition

COI may arise if an employee, contractor, consultant, or Member of the Board of Directors has a financial interest in an enterprise from which HCC purchases supplies, leases equipment, or receives services that may include real estate transactions.

Examples of COI include, but are not limited to:

• Serving on a board of another healthcare organization that does or could compete with UCHC.
• An immediate family member or close relative serves on the board of an organization or works for it whose mission is contrary to UCHC.
• A financial interest by you, your family, or any business entity currently affiliated with you or your family doing business with UCHC. This could include, but not be limited to, rental agreement, investment interest, or contracted services with UCHC.
• Receipt of gifts like meals, gift cards, or tickets to a concert or sports event, regardless of value, that could be perceived as an attempt to influence you in your capacity as an UCHC employee or Board Member. Accepting gifts worth more than a small, nominal value such as a marketing pen or key chain, are prohibited.

By signing, I affirm that I have fully and honestly answered this Statement, and have disclosed or do not have any actual, potential, or perceived conflicts. I understand it is my responsibility to keep the Compliance Officer apprised of any actual, potential, or perceived conflicts that may arise at any time during my affiliation at UCHC and assist him or her with any review.

Furthermore, I understand UCHC is a tax-exempt organization and to maintain this federal status it must engage primarily in charitable activities for tax-exempt purposes. Furthermore, I will maintain confidentiality on all sensitive or proprietary matters relating to UCHC or its affiliates.