Sample Conflict of Interest Policy

Every Nonprofit Organization needs to maintain an active WhistleBlower Policy as part of the operating documents of the Organization.  This is one of the big 3 changes required by the Internal Revenue Service.  Islip + Company  specializes in nonprofit auditing, accounting and advising in Northern California.

Sample Conflict of Interest Policy

(used by {Organization Name})

The purpose of the following policy and procedures is to complement Organization bylaws to prevent the personal interest of staff members, board members, and volunteers from interfering with the performance of their duties to , or result in personal financial, professional, or political gain on the part of such persons at the expense of  or its Members, supporters, and other stakeholders.

Definitions: Conflict of Interest (also Conflict) means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust.  Persons in a position of trust include staff members, officers, and board members of .  Board means the Board of Directors.  Officer means an officer of the Board of Directors.  Volunteer means a person — other than a board member — who does not receive compensation for services and expertise provided to  and retains a significant independent decision-making authority to commit resources of the organization.  Staff Member means a person who receives all or part of her/his income from the payroll of .  Member means a Member of  which shall be a state association of nonprofit organizations that represent a statewide and multi-sector or subsector  501 (c )(3) constituency with a diverse range of corporate identities, or a regional association of nonprofit organizations that represent a specific region within a state or multi-state geographic area and a multi-sector or subsector constituency with a diverse range of corporate identities.  Supporter means corporations, foundations, individuals, 501 (c ) (3) nonprofits, and other nonprofit organizations who contribute to .


  1. Full disclosure, by notice in writing, shall be made by the interested parties to the full Board of Directors in all conflicts of interest, including but not limited to the following:
  • A board member is related to another board member or staff member by blood, marriage or domestic partnership.
  • A staff member in a supervisory capacity is related to another staff member whom she/he supervises.
  • A board member or their organization stands to benefit from an  transaction or staff member of such organization receives payment from  for any subcontract, goods, or services other than as part of her/his regular job responsibilities or as reimbursement for reasonable expenses incurred as provided in the bylaws and board policy.
  • A board member’s organization receives grant funding from .
  • A board member or staff member is a member of the governing body of a contributor to .
  • A volunteer working on behalf of  who meets any of the situations or criteria listed above.


  1. Following full disclosure of a possible conflict of interest or any condition listed above, the Board of Directors shall determine whether a conflict of interest exists and, if so the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect ’s best interests. Both votes shall be by a majority vote without counting the vote of any interested director, even if the disinterested directors are less than a quorum provided that at least one consenting director is disinterested.


  1. A Board member or Committee member who is formally considering employment with must take a temporary leave of absence until the position is filled.  Such a leave will be taken within the Board member’s elected term which will not be extended because of the leave.  A Board member or Committee member who is formally considering employment with  must submit a written request for a temporary leave of absence to the Secretary of the  Board, c/o the  office, indicating the time period of the leave.  The Secretary of  will inform the Chair of the Board of such a request.  The Chair will bring the request to the Board for action.  The request and any action taken shall be reflected in the official minutes of the  Board meeting.


  1. An interested Board member, officer, or staff member shall not participate in any discussion or debate of the Board of Directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present board or committee member.


  1. Anyone in a position to make decisions about spending ’s resources (i.e., transactions such as purchases contracts) – who also stands to benefit from that decision – has a duty to disclose that conflict as soon as it arises (or becomes apparent); s/he should not participate in any final decisions.


  1. A copy of this policy shall be given to all Board members, staff members, volunteers or other key stakeholders upon commencement of such person’s relationship with or at the official adoption of stated policy.  Each board member, officer, staff member, and volunteer shall sign and date the policy at the beginning of her/his term of service or employment and each year thereafter.  Failure to sign does not nullify the policy.


  1. This policy and disclosure form must be filed annually by all specified parties.