Conflict of Interest Policy & Form

The purpose of this Conflict of Interest Policy (“Policy”) is to prevent the personal interest of employees and members of the Board of Commissioners of the Saint Louis Regional Arts Commission (“RAC”) from interfering with the performance of their duties to RAC or result in personal gain on the part of such persons at the expense of RAC and other stakeholders.

Each employee and each member of the Board of Commissioners of RAC should promote the best interest of RAC and resolve any situation which may involve a conflict between their personal interests and the interest of RAC in favor of the best interest of RAC. Each employee and each member of the Board of Commissioners of RAC who has access to confidential information has a responsibility to keep such information confidential belonging to RAC until publicly released.

Each employee and each member of the Board of Commissioners of RAC will be provided with a copy of this Policy on an annual basis. In addition, each employee and each member of the Board of Commissioners of RAC will annually acknowledge receipt of this Policy in writing and will also annually complete a Conflict of Interest Statement, a copy of which appears on the last page of this Policy.

GUIDELINES

Activities that May be a Conflict of Interest

So that each employee and each member of the Board of Commissioners of RAC understands what compliance with the Policy consists of, the following guidelines are offered. Specifically, activities which may give rise to a conflict of interest include, but are not necessarily limited to, the following:

(a) having ownership of a financial interest in, or employment by, any outside person or entity that does, or seeks to do, business with RAC;

(b) rendering of directive, managerial, or consultative services to any outside person or entity that does, or seeks to do, business with RAC;

(c) acceptance of gifts of more than token value, loans (other than from established banking or financial institutions), excessive entertainment, or
other favors from any outside person or entity that does, or seeks to do, business with RAC under circumstances from which it might reasonably be inferred that such action was intended to influence, or might reasonably be deemed to influence the individual in the performance of their duties;

(d) representation of RAC in any transaction where the individual has a personal financial or business interest;

(e) disclosure, discussion, or use of confidential information belonging to RAC for the personal profit or advantage of the individual or others with whom the individual has a financial or familial interest;

(f) taking for themself, or diverting to another, any business opportunity in which RAC is interested, or that it can be reasonably anticipated that RAC would be interested;

(g) competing with RAC, directly or indirectly, in the purchase or sale of property or in any other activity; or

(h) appointment or election to any federal, state, or municipal board, commissioner office which in any way regulates, oversees, or governs any of the activities that RAC is engaged in.

Actions Not Permitted by Disqualified Persons

In addition to prohibiting employees and members of the Board of Commissioners of RAC from participating in activities that are conflicts of interest, RAC prohibits “disqualified persons” from participating in certain activities and transactions with RAC. For purposes of this portion of the Policy, a “disqualified person” is:

• any person who was, at any time during the one-year period prior to the date of the transaction, in a position to exercise substantial influence over the affairs of RAC, and/or

• a member of the immediate family of persons described in subpart (a) above, and include parents, spouse, partner, siblings, children, and spouses of any of them; and/or

• any company, partnership, trust, or other business entity in which a person described in subparts (a) or (b) above owns more than a material amount of the voting power, a material amount of the profits or a material amount percent of the beneficial interest.

Disqualified persons (whether an employee or a member of the Board of Commissioners of RAC) cannot engage, directly or indirectly, in any of the following transactions with RAC:

• sell, exchange or lease of property
• lend money or extend credit
• furnish goods, services, or facilities for a fee
• compensate or reimburse a disqualified person for expenses that are not reasonably necessary for such person to fulfill his/her/their duties to RAC
• transfer or permit use of RAC’s income or assets

Disclosure of Conflicts of Interest

If you believe there is a situation that involves a conflict of interest, disclose the conflict promptly and fully. If an employee has a conflict, disclosure is to the President & CEO and, if the President & CEO or a commissioner of the Board of Commissioners of RAC has a conflict, disclosure is to the Chairperson of the Board of Commissioners. Finally, if the Chairperson of the Board has a conflict of interest, disclosure is to the Vice Chairperson. The Chairperson of the Board and the Executive Committee will be informed of any situation involving a conflict disclosure that occurs outside of the annual process.

Each employee and each member of the Board of Commissioners of RAC must annually complete a Conflict of Interest Disclosure Statement in the form included on the last page of this Policy. In addition, such individual will also submit a Disclosure Statement promptly following involvement in any conflict of interest situation or prohibited transaction that arises outside of the annual submission.

All information disclosed in any Disclosure Statement will be treated as confidential information, except to the extent necessary for the protection of the interest of RAC. Please rest assured that any disclosures under this policy, whether by an employee or a member of the Board of Commissioners of RAC will not lead to retribution of any kind.

Finally, the President & CEO, as to employees, and the Executive Committee as to commissioners, will take the actions that they determine to be reasonably necessary to protect the interest of RAC in accordance with this Policy.

Conflict of Interest Disclosure Statement

This Disclosure Statement provides an opportunity for you to disclose any matters that you believe are, or may be, a conflict of interest and/or a prohibited transaction under the Regional Arts Commission of St. Louis Conflict of Interest Policy and to disclose all other boards and commissions (whether governing, advisory or ex-officio) of which you are a member and all organizations where you serve as a volunteer, contractor, consultant or employee. If there are not any items to disclose, please insert the word “None” below.

By signing below, I (a) understand that as a member of the Board of Commissioners of RAC or as an employee of the RAC, neither I nor any member of my immediate family (parents, spouse, partner, siblings, children and spouses or partners of any of them) is to engage in any of the prohibited transactions set forth in the Conflict of Interest Policy and (b) confirm that neither I nor any member of my family has engaged in any prohibited transaction during my term on the Board of Commissioners of RAC or my employment with RAC.