Conflict of Interest Policies

The Download News is pleased to share our conflict of interest policies for board members and for staff.

Board of Directors Conflict of Interest Policy

CONFLICT OF INTEREST POLICY

PURPOSE

The purpose of the conflict of interest policy is to protect the interests of The Download News (“Organization”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of 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.

DEFINITIONS

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.

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.

d. Compensation includes direct and indirect remuneration as well as gifts or favors that aren’t insubstantial. A financial interest isn’t necessarily a conflict of interest. Under Procedures, below, 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.

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 isn’t 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 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 Conflict 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.

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.

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.

ANNUAL STATEMENTS

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign the Conflict of Interest Certification and Disclosure Form which affirms such person:

a. Has received a copy of the conflict of interest policy,

b. Has read and understands the policy, and

c. Has agreed to comply with the policy; 

If any conflicts of interest exist, they must be disclosed on the Conflict of Interest Certification and Disclosure Form. 

PERIODIC REVIEWS

To ensure the Organization operates in a manner consistent with nonprofit social welfare purposes, and doesn't engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  These reviews shall evaluate the ongoing reasonableness of compensation arrangements and benefits, and 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 social welfare purposes and don't result in inurement or an impermissible private benefit.

USE OF OUTSIDE EXPERTS

When conducting the periodic reviews, 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.

Conflict of Interest Certification and Disclosure Form

Name:

Position (e.g., board member/principal officer title/committee membership):

Date:

Certification

By signing this form below, I certify that:

1. I have received a copy of the organization’s conflict-of-interest policy;

2. I have read and understand the policy;

3. I agree to comply with the policy; and

4. I understand that the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its exempt purposes and not engage in activities and transactions that provide impermissible benefits to individuals or entities.

Conflict of Interest Disclosure

Please certify below that you either have no actual or possible conflict of interest to report, or describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to an actual or possible conflict of interest between the organization and your personal interests, financial or otherwise:

        I have no conflict of interest to report.

         I have the following actual or possible conflict(s) of interest to report.

1. Please specify below any actual transactions you are aware of between the organization and any entity or person with which you have a business, investment, or family relationship.

(Please attach a supplemental statement if you have additional actual or possible conflicts of interest to disclose.)

2. For the purposes of determining possible future conflicts of interest, please also specify other nonprofit and for-profit boards on which you and/or your spouse sit, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own).

1.   

2.   

3.   

(Please attach a supplemental statement if you have additional actual or possible conflicts of interest to disclose.)

I hereby certify that the information set forth above is true and complete to the best of my knowledge.

Signature: 

Date: 

Staff Conflict of Interest Policy

A Note on Compliance

As a nonprofit newsroom, The Download News is beholden to nonprofit compliance standards as well as journalistic ethics, while following  applicable federal, state, and local laws at all times. In some instances, as is the case with conflicts of interests, journalism ethics and nonprofit compliance standards may operate differently. It is the employee’s responsibility to understand these distinctions and nuances with care and diligence, while abiding by each set of guidelines. In short, if the action isn’t legally sound, doesn’t align with nonprofit compliance, and doesn’t fit with journalistic ethics, it is not permissible, period. Employees  must check all three boxes every time. Should an employee have doubts or questions about whether an action is permissible, consult with the Executive Director for explicit instruction.

Conflicts of Interest: Nonprofit Compliance

The Download News expects all employees to conduct themselves and Organization business in a manner that reflects the highest standards of ethical conduct and in accordance with all federal, state, and local laws and regulations. This includes avoiding real and potential conflicts of interests.

Exactly what constitutes a conflict of interest from a nonprofit compliance standpoint, or an unethical business practice is both a moral and a legal question. The Download News recognizes and respects employees’ right to engage in activities outside of their employment that are private in nature and do not in any way conflict with the work of The Download News. Employees are expected to affirmatively disclose outside activities that may present a conflict so that they may be reviewed and a decision issued by Management. Management reserves the right to determine when an employee's activities represent a conflict with The Download News’ interests and to take whatever action is necessary to resolve the situation – including terminating the employee or removing the employee from a position or responsibilities in order to eliminate a conflict or perceived conflict of interests.

It is not possible in a general policy statement of this sort to define all the various circumstances and relationships that would be considered unethical. The list below suggests some of the types of activity that would reflect in a negative way on your personal integrity or that would limit your ability to discharge job duties and responsibilities in an ethical manner:

1. Simultaneous employment by another organization that is a competitor of or supplier to The Download News  without prior approval from management;
2. Carrying on Organization business with an entity in which the employee, or a close relative of the employee, has a substantial ownership or interest;
3. Holding a substantial interest in, or participating in the management of, a firm to which the Organization makes sales or from which it makes purchases;
4. Borrowing money from companies, other than recognized loan institutions, from which our Organization buys services, materials, equipment, or supplies;
5. Accepting substantial gifts or excessive entertainment from an outside organization or agency;
6. Speculating or dealing in materials, equipment, supplies, services, or property purchased by the Organization;
7. Disclosing confidential and proprietary information, which includes non-public information related to The Download News’ donors, clients, finances, and business strategies;
8. Using one’s position in the Organization or knowledge of its affairs for personal gains; and
9. Engaging in practices or procedures that violate antitrust laws, commercial bribery laws, copyright laws, discrimination laws, campaign contribution laws, or other laws regulating the conduct of Organization business.

Employment by The Download News  carries with it a responsibility to be constantly aware of the importance of ethical conduct. Employees must refrain from taking part in, or exerting influence in, any transaction in which their own interests may conflict with the best interests of the Organization or its grantors and contractors.

To avoid any possible conflicts of interest, it is the employee’s responsibility to immediately report to their supervisor or the Executive Director any potential conflicts including, but not limited to, offers of gifts, loans, misuse of The Download News’ funds, kickbacks, rebates, or refunds that come to their knowledge through their position as an employee of The Download News. Employees that are uncertain whether a situation presents a potential conflict of interest, should refer the situation to the Executive Director.

Conflict of Interest: Journalistic Integrity

The Download News abides by the Society of Professional Journalists’ Code of Ethics as well as Safer Reporting for Safer Communities: A Code of Ethics for Community Reporting in Philadelphia.

In alignment with the Society of Professional Journalists’ Code of Ethics, all Download employees and contractors must “avoid conflicts of interest, real or perceived,” and “disclose unavoidable conflicts.”

In a journalistic sense, conflicts of interest are relationships or connections that suggest favoritism, alarming bias, a personal agenda, or personal benefit that could impact the integrity of the journalist, and by proxy our news organization. The Download News and journalists carry a responsibility to be fair, accurate and transparent, and journalistic conflicts of interest either impede that responsibility or impede the public’s perception of whether they are capable of that responsibility.

The Download News  discourages journalists from accepting gifts from sources, unless they were extended to everyone present at a gathering (like a gift bag offered to party attendees as an event favor) or were part of an award that the journalist formally won for their work. As members of the community, sources may offer rides, food or relics in the course of reporting. All of this should be discussed with the supervising editor, but in general: 

• Rides that exceed $50 in value should be automatically declined.
• Outside of food journalism, staffers, after seeking approval, should offer to pay for source lunches rather than benefit from them.
• Food reporters may consume complimentary food offered to press. Food critics never should; coverage that blends reporting with criticism follows the latter rule, not the former.
• Download journalists are always able to receive first aid and emergency-related items, that’s never a conflict.
• Unexpected gifts that exceed $50 in value should be donated outside of the organization. The editor-in-chief must approve the donation recipient.

Download journalists are encouraged to explore this questionnaire from the Radio Television Digital News Association with their editor during moments when potential conflict appears confusing.