Washington State Crime Prevention Association Conflict of Interest Policy

1. PURPOSE
The Washington State Crime Prevention Association (WSCPA) is committed to integrity and fairness in the conduct of all of its activities, and desires to maintain the highest level of public confidence in its accountability and ethical standards.  Because WSCPA Directors and senior staff leaders may be involved in other organizations, causes and endeavors that intersect with the affairs of WSCPA, it is important that they be sensitive to issues and circumstances that may create real or perceived conflicts of interest.  The purpose of this Conflict of Interest Policy is to protect WSCPA’s interests by providing (i) a systematic mechanism for disclosing and evaluating potential and actual conflicts; and (ii) procedures for the Board of Directors in considering any transaction or arrangement where a conflict may exist. 

2. PERSONS COVERED BY THE POLICY
This policy applies to “Covered Persons,” defined as any WSCPA director, officer, or member of any committee of the WSCPA’s Board of Directors who has authority to act on behalf of the Board of Directors, staff members of the WSCPA Executive Team, and any other staff member designated by the Executive Director (ED).  Every Covered Person shall complete an annual Conflict of Interest Questionnaire.

3. DUTIES OF COVERED PERSONS

1. Duty of Care: Every Covered Person shall perform his or her duties for the WSCPA in good faith and with the degree of care that an ordinarily prudent person would exercise under similar circumstances
2. Duty of Loyalty: Every Covered Person must act with loyalty to the WSCPA, meaning that no Covered Person may use his or her         position with the WSCPA to make personal profit or gain other personal advantage.  No Director may personally take advantage of a business opportunity that is offered to the WSCPA unless the Board of Directors determines (after full disclosure and a disinterested and informed evaluation) not to pursue that opportunity.
3. Conflicts of Interest: Whenever carrying out the work of WSCPA or representing WSCPA, all Covered Persons must conduct their activities in such a manner that they do not advance or protect their own interests or the private interests of their family members to the detriment or in place of the interests or goals of WSCPA. No Covered Person may engage in any transaction or arrangement or undertake positions with other organizations that involve a conflict of interest, except in compliance with this Policy. Covered Persons should avoid both actual conflicts and the appearance of conflicts of interest.  Every Covered Person shall: ​
   1. ​Disclose all actual and potential conflicts as set out below at Section 5;
   2. Recuse himself/herself from voting on any transaction or arrangement in which he/she has a potential or actual conflict of interest, and shall not be present when any such vote is taken; and
   3. Comply with any other restrictions or conditions placed on Covered Person’s activities or engagement established by the Board of Directors.

​4. CONFLICT OF INTEREST

1. Potential Conflict: A conflict of interest may occur when a Covered Person has a financial, business, or personal interest that is in conflict or appears to be in conflict with the interests of WSCPA.   A Covered Person may have a conflict of interest with respect to a transaction or arrangement whenever he or she, or any of his or her family members:
   1. Receives compensation or other payment or funding directly or indirectly from WSCPA (other than wages and other compensation and consideration staff receive for their employment);
   2. Has any direct or indirect interest in the assets or leases of WSCPA; 
   3. Has or anticipates receiving compensation or other payment or funding from any entity or individual that has a business or financial relationship, transaction or arrangement with WSCPA;
   4. Has or anticipates having any ownership interest, investment interest, or serves or anticipates serving as a director or officer of, any entity that either:  (a) sells goods or services to, or purchases services from the WSCPA; or (b) has any other business or financial relationship, transaction or arrangement with the WSCPA; or
   5. Has accepted any gift, entertainment, or other favor where such acceptance might create the appearance of influence on the Covered Person (other than gifts of nominal value, which are clearly tokens of respect and friendship unrelated to any particular transaction).
2. No Conflict: A Covered Person does not have a conflict of interest if the Covered Person owns securities of a publicly traded company with which the WSCPA has a transaction or arrangement if:​
   1. Such securities are less than 5% of the outstanding securities of the publicly traded company; and
   2. Their fair market value is less than 5% of the Covered Person’s annual gross income.

5. DISCLOSURE AND EVALUATION OF CONFLICTS

1. Disclosure: Each Covered Person shall promptly and fully disclose all material facts of every actual or potential conflict of interest:
   1. Existing at the time when he/she becomes a Covered Person;
   2. That arises while he/she is a Covered Person, at the time such actual or potential conflict arises; and
   3. Annually through the annual Conflict of Interest Questionnaire.
   4. All disclosures involving a transaction or arrangement being considered at a meeting of the board or a committee shall be made to all members present at such meeting.  All other disclosures shall be made to the ED or the President of WSCPA’s Board of Directors.
2. Evaluation: The ED shall disclose to the President of the Board of Directors all conflicts of interest reported to him or her under this Policy.  The Board of Directors will evaluate the disclosures to determine whether they involve actual conflicts of interest and may attempt to develop alternatives to remove the conflict from the situation. 

6. PROCEDURES FOR MANAGING CONFLICTS OF INTEREST

1. General: Any Covered Person having an actual or possible conflict of interest may not vote or use his/her personal influence in any discussion or decision related to the matter giving rise to the actual or possible conflict, and shall comply fully with any other restrictions imposed by the Board of Directors.
2. Approval of Transaction involving Conflict of Interest: WSCPA may enter into a transaction or arrangement in which a Covered Person has a conflict of interest if:
   1. he Covered Person has disclosed the conflict of interest in accordance with this Policy;
   2. A majority of directors who have no interest in the transaction or arrangement approve the transaction or arrangement at a board or committee meeting after determining, in good faith and after reasonable investigation, that the transaction or arrangement is fair and reasonable to the WSCPA and is in the WSCPA’s best interest;
   3. Any Covered Person who has an actual or potential conflict with respect to the transaction or arrangement does not participate in and is not present for the vote regarding any such transaction or arrangement (provided, however, that any such Covered Person may appear at a meeting to answer questions concerning the transaction or arrangement); and
   4. The Board of Directors relies upon information or data obtained from independent sources in reaching its determination as to the fairness and reasonableness of the transaction or arrangement to WSCPA.
3. Transaction Fair to the WSCPA: It shall not be a violation of this Policy if all the requirements for formal approval, outlined above, are not satisfied, so long as the transaction or arrangement is in fact fair to the WSCPA, furthers its tax-exempt purposes, and does not result in inurement, impermissible private benefit, or an excess benefit transaction under laws applicable to organizations exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

7. RECORDS OF PROCEEDINGS

1. Content of Minutes. The minutes of the Board of Directors or any committee of the board for any meetings described above shall contain:
   1. The names of the persons who disclosed an actual or potential conflict of interest or otherwise were found to have a conflict of interest, and the nature of the conflict of interest; and
   2. 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 considered and the appropriate comparability data relied upon, and a record of any votes taken. 
2. Timing: The minutes of any meeting described above shall be prepared by the later of the next succeeding meeting of the Board of Directors or committee, or 60 days after the final action on the matter is taken by the Board of Directors or committee.

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8. ENFORCEMENT
Each Covered Person shall sign a statement acknowledging that he or she has received a copy of this Policy, has read and understands it, and agrees to comply with it.  If the Board of Directors has reasonable cause to believe that a Covered Person has failed to comply with this Policy, the Board may counsel the Covered Person regarding such failure and, if the issue is not resolved to the Board’s satisfaction, may consider additional corrective action as appropriate.

Amended: March 2025