Scope
The following statement of policy applies to all directors and officers of the Marlborough Community Development Corporation (MCDC). Further, it is intended to serve as a guide to all persons employed by the Corporation, regardless of position.
Fiduciary Responsibility
Trustees, officers, and staff serve a public-interest role and thus have a clear obligation to conduct the business of the MCDC in a manner consistent with that concept. All decisions of the Board and administration of the MCDC shall be made solely on the basis of a desire to promote the best interests of the MCDC.
Disclosure
It is the policy of the Board of Directors of MCDC that, in the event that the Board and/or officers of the MCDC are considering a transaction on behalf of the MCDC which will also involve (1) a member of the Board, an officer of the MCDC, or a member of their families (spouse, parents, brothers, sisters, or lineal descendants), or (2) an organization with which any such person is affiliated (as described below), then such director or officer, at first knowledge of any such transaction, shall disclose fully the precise nature of his or her interest or involvement.
Disclosure is also required concerning all relationships and business affiliations that reasonably could give rise to a conflict of interest involving MCDC. Such disclosure shall be continuously reported and kept current, as set forth below. For the purpose of this policy statement, affiliation exists if a director, officer, or a member of their families—
· is an officer, director, trustee, partner, employee, or agent of such firm or organization; or
· is the record or beneficial owner of more than 5 percent of the voting stock or otherwise has a controlling interest in such firm or organization; or
· has any other direct or indirect dealings with such firm or organization from which he or she knowingly is materially benefited (e.g., through receipt directly or indirectly of cash or other property in excess of $1,000 per year, exclusive of dividends and interest).
The disclosures required under this policy statement shall be reported to the full Board of Directors on an annual basis. The Board of Directors, on its own initiative or at the request of anyone with a potential conflict of interest, shall determine whether a conflict of interest exists and, if unacceptable, recommend a course of action to resolve the matter.
Restraint on Participation
Directors and officers who are deemed to be in a conflict of interest situation with respect to any matter before the administration or the Board shall refrain from participating in the consideration of the proposed transaction, unless specifically requested to provide information regarding the transaction in question. Such person shall not vote on or take any position for or against the proposed transaction. The minutes of such meeting shall reflect that a disclosure was made and that the director having a conflict of interest abstained from voting.
All Directors of MCDC will complete annually a Conflict of Interest Disclosure Statement of the form attached to and by reference made a part of this policy.
_________________________________________________________
Conflict
of Interest Disclosure Statement
Board of Directors
Marlborough Community Development Corporation
27 Prospect St.
Marlborough, Massachusetts 01752
In re: Conflict of Interest Disclosure Statement
I have received and read the Marlborough Community Development Corporation’s Conflict of Interest Policy approved by the Board of Directors and I am in compliance with that policy statement, except as set forth on the reverse side.
Except as noted, neither I nor, to the best of my knowledge, any member of my family has any interest or is engaged in any activity which might be interpreted as a violation of the policy statement.
I understand that, unless and until I am advised in writing to the contrary, any interest or activity reported herein shall not constitute a violation of the Conflict of Interest Policy of the Marlborough Community Development Corporation.
Board of Directors
Marlborough Community Development Corporation