Minutes for May 17, 2016
Adopted Conflict of Interest Policy, Financial and DavisGIG reports, Mail Box
Rob called us to order at 5:15pm
Attendance
Present: Steve McMahon, Bill Wagman, Tsui Chang, Robert Nickerson, Jim Frame, Anne Hance, Teri Greenfield
Absent: Sheila Evans, Jan Meizel, Mike Adams
Agenda approval
Public comment
No public!
Approve minutes from April 19th
Anne moved approval, Bill seconded
Unanimously approved
DCN Financial report
Bill (treasurer) reported that Sheila sent a spreadsheet summary of the books.
Anne had some suggestions: Make both budget and actual expenditures obvious. Anne multiplied some existing monthly expenditures by 12 to a budget column. Anne pointed out that this highlights some items that are significant parts of the budget with little programatic return.
Feedback was positive on Anne's suggestions. Bill will relay them to Sheila.
Bill reported that online banking is now set up and he has an ATM card.
Fundraising Continuation
Robert noted that BDOG was successful. Where to we go from here?
Rob: next target for outreach should be businesses. He's trying to get a meeting with the exec directory of the Chamber of Commerce. Rob's put an “executive summary” document on the DavisGIG wiki; it will soon go to the chamber's executive committee.
General agreement emphasis should be on DavisGIG (rather than DCN per se).
Thanks to Mike for BigDOG efforts!
Tsui noted that it would be good next year to have matching funds.
Merits of matching in the shorter run were discussed.
Some discussion of the fact that real estate companies and agents are particular beneficiaries and thus good targets.
Steve suggested that speaking at service clubs could be a particularly important. Anne noted the need for literature.
Reconstitution of DCN OPC (Outreach and Promotions Committee)
Anne suggested that the revitalization of this committee would help with our various materials / marketing efforts. Kari, Teri, Tsui were on the previous iteration.
Rob will ask DavisGIG folks. Others will check with individuals. We'll see if Mike feels this fits with his other responsibilities.
Conflict of Interest Policy
Steve moved we adopt the May 17th draft of the “Davis Community Network policy on recognizing and handling conflicts of interest” previously circulated by Steve (text at end of minutes)
Bill seconded
Unanimously approved
DavisGIG update
In addition to Chamber of Commerce efforts and fundraising, Rob reported:
We have three responses to the draft RFP indicating that they intend formal responses. Rob has notified them that deadlines have moved forward three months. This is with no formal publicity.
Rob is suggesting that DavisGIG folks do some public participation in COD BATF meetings.
June 8 will be next DavisGIG meeting.
Rob noted that Nokia has expressed considerable interest in providing physical network facilities and is offering up facts and figures that might be useful. Another vendor, Calix, is interested in talking to us. They're widely used.
Committee reports
No reports this month. Steve noted that Jan had emailed the RAC to say there were no new requests this month.
PO/Mail Box
Bill discussed that the exec comm had suggested a mail box. Mail boxes are available from the Post Office (formal PO box, $65 per 6 months) and PDQ (with a physical address plus a box number, $14.50 per month). PDQ has some additional services and is convenient for Sheila.
Bill moved we get a mail box at PDQ.
Jim seconded
Unanimously approved
Once done, we'll need to do some forwarding arrangements and correction of web site information.
Next meeting location/announcements
June 21st, Maker Space
Adjournment – 6:03pm
Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect 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 the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
Reimbursement for travel expenses related to organization events such as sprints or conferences, or when attending events representing the organization, are not considered financial interests under this policy.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
5. Confidentiality.
Each director, principal officer, or member of a committee with governing board delegated powers shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of the organization. Furthermore, they shall not disclose or use information relating to the business of the organization for the personal profit or advantage of the person or a family member.
Article IV
Records of Proceedings
The minutes of the governing 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 financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V
Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI
Statements
Each director, principal officer and member of a committee with governing board delegated powers shall, at the beginning of each term of office, sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization 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.
Article VII
Periodic Reviews
To ensure the Organization 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, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, 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, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
===
Sample Affirmation
I affirm that I:
|
a. Have received a copy of the conflicts of interest policy, |
|
b. Have read and understands the policy, |
|
c. Have agreed to comply with the policy, and |
|
d. Understand the Davis Community Network 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. Printed name / Signature / Date |
