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Should director abstain from voting?

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Should director abstain from voting?

A charitable organization is considering a grant to another nonprofit. One individual serves on the board of both organizations. Even though this conflict of interest was disclosed, should the board member abstain from voting on the grant or should the board member vote if he/she believes that it is in line with the missions of both organizations?

That may depend on the relationship between the nonprofits.  It is probably not illegal under state law for the director to vote on the grant, so the answer will most likely depend on the granting organization’s conflict of interest policy.  Our standard conflict policy would require a director to abstain from voting (and to leave the room during discussion if asked) on a transaction with another organization of which the director was also a director.  (See Ready Reference Page: “Conflict of Interest Policies Help Avoid Problems”)   Several community foundations with which we work utilize this type of policy. We believe it is helpful in avoiding the appearance of partiality.

But we have also worked with foundations that are part of a system of healthcare or social service agencies that specifically provide that it is not a prohibited conflict to have a relationship with another affiliated organization within the system.  That seems to work well on the theory that the overlapping directors are all working for the same ends within the system.

As usual in the nonprofit world, there is no one size fits all.

Tuesday, August 17, 2010

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