Conflict of Interest Policy

Adopted unanimously by BBPB Board of Directors via email consultation – April 8, 2025

1. Duty to Disclose 

In connection with any actual or possible conflict of interest, members of the BBPB board of directors and any other BBPB member or service provider 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 board member(s) in question and other relevant parties, they 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 then decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest 

a. The relevant board member(s) and any other interested parties may make a presentation at the governing board or committee meeting, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 

b. The BBPB President 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 BBPB 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 is not 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 BBPB’s 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. Enforcement of the Conflicts of Interest Policy 

a. If the BBPB board 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 BBPB board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action, up to and including dismissal from BBPB board if the circumstances so warrant.

c. The minutes of the BBPB Board meetings shall include records of any BBPB Board deliberations regarding possible or actual conflicts of interest, including the names of all relevant parties and pertinent details of actual or proposed transactions, as well as the names of BBPB Board members present for said deliberations, and the outcomes of any votes taken by the Board in connection with those proceedings. 

d. Each member of the BBPB board of directors and any other BBPB officers with Board-delegated powers shall annually sign a statement which affirms that s/he: 

  1. Has received a copy of the conflicts of interest policy, 

  2. Has read and understands the policy, 

  3. Has agreed to comply with the policy, and 

  4. Understands that the BBPB is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

5. BPPB Compensation Policy 

a. A voting member of the BBPB board who receives compensation, directly or indirectly, from the BBPB for services is precluded from voting on matters pertaining to that member's compensation. 

b. A voting member of the BBPB board or any BBPB board committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the BBPB is precluded from voting on matters pertaining to that member's compensation.

6. BBPB Periodic Reviews 

To ensure that the BBPB operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the BBPB board shall conduct periodic reviews of BBPB  operations, including: 

a. Whether any BBPB compensation arrangements and benefits are reasonable, based on competent survey information, and the result of objectively conducted professional negotiations; and 

b. Whether partnerships, joint ventures, and arrangements with external management organizations and/or service providers conform to BBPB policies, are properly recorded; reflect reasonable investment or payments for goods and services; further its charitable purposes; and do not result in inurement, impermissible private benefit or in an excess benefit transaction.


Prev ver 10-17-2013