Conflict of Interest Policy

The purpose of this policy is to protect the interest of Lesley University (the “university”), when Lesley University or any employee, officer, or trustee, acting on behalf of the university, is contemplating entering into a transaction or arrangement that might benefit the private interest of the Lesley University employee.

Lesley University requires its trustees, officers, and employees involved in decision-making to serve the best interests of the university, to the exclusion of other interests and activities that are, or may be, inconsistent with or harmful to the best interests of the University.

This policy supplements, but does not replace:

• Any applicable federal or state laws governing conflicts of interest applicable to nonprofit and charitable organizations; and


• The federal “Intermediate Sanctions” rules of section 4958 of the Internal Revenue Code of 1986, as amended.

• Definitions

  1. Interested Person

  Any trustee, officer, member of a committee of the board of trustees—as such term may be defined by the board of trustees (the “Board”) from time to time—or employee who has a direct or indirect Private Interest in a proposed transaction or arrangement involving the university.

  2. Family Member

  With respect to a person:
  
  a. Spouse, parent, sibling or child of such person or
  
  b. Any other individual (whether or not related by blood or marriage) living in the same household as such person.

  3. Private Interest

  A person has a Private Interest if such person has a Financial Interest or Other Interest.

  a. A person has a Financial Interest if the person has or anticipates having, directly or indirectly, through the activities of such person or a Family Member of such person:

  • Ownership or control of at least five percent (5%) of the equity or voting interest of any entity with which the university has or is contemplating a transaction or arrangement;
     
  • A relationship as an officer, director, trustee, partner or lender of any entity with which the university has or is contemplating a transaction or arrangement; or
     
  • A compensation arrangement with any entity or individual with which the university has or is contemplating a transaction or arrangement.
    
    In addition, a person has a Financial Interest in the negotiation of any compensation arrangement between such person and the university. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

  b. A person has Other Interest if such person, or a Family Member of such person:

  • Serves as a trustee, director, officer or employee of any entity with which the university has or is contemplating a transaction or arrangement;
     
  • Is a significant donor to any entity with which the university has or is contemplating a transaction or arrangement; or
     
  • Wields decision-making authority, whatever the person’s formal title, in any entity with which the university has or is contemplating a transaction or arrangement.
    
    Lesley Employees: A Private Interest is not necessarily a conflict of interest. Under Article III, Section 2 of this Policy, a person who has a Private Interest does not have a conflict of interest within the meaning of this Policy unless the General Counsel or President decides that a conflict of interest exists.
    
    Lesley Trustees & Officers: A Private Interest is not necessarily a conflict of interest. Under Article III, Section 2 of this Policy, a person who has a Private Interest does not have a conflict of interest within the meaning of this Policy unless the Board or appropriate committee decides that a conflict of interest exists.
• Procedures

  1. Duty to Disclose

  Lesley Employees: In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of her or his Private Interest in, and the material facts relating to, a proposed transaction or arrangement to the General Counsel or President considering the transaction or arrangement.

  Trustees & Officers: In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of her or his Private Interest in, and the material facts relating to, a proposed transaction or arrangement to the Board or to the members of any committee with Board-delegated powers (a “Committee”) considering the transaction or arrangement.

  2. Determination of the Existence of a Conflict of Interest.

  Lesley Employees: After disclosure of the Private Interest and the material facts to the President or General Counsel, the President or General Counsel decides the question of whether a conflict of interest exists or could reasonably be construed to exist. 

  
  Trustees & Officers: After disclosure of the Private Interest and the material facts to the Board or Committee, the Board or Committee members discuss and vote upon the question of whether a conflict of interest exists or could, in the opinion of such Board or Committee members, reasonably construed to exist.  
  
  At the request of the chair of the Board or Committee, or upon a majority vote of the Board or Committee members (excluding the Interested Person), the Interested Person shall leave the Board or Committee meeting during such discussion and vote. A majority vote of the Board or Committee members is required to determine that a conflict of interest exists or could reasonably be construed to exist.

  3. Procedures for Addressing the Conflict of Interest.

  In the event that a determination is made under Section 2 of this Article III that a proposed transaction or arrangement presents, or could reasonably be construed as presenting, a conflict of interest, the university shall not enter into or otherwise approve the transaction or arrangement except in compliance with the following procedures:
  
  Lesley Employees:

  • An Interested Person may make a presentation to the President.
  
  
  • The President shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.
  
  
  • After exercising due diligence (including, to the extent reasonably deemed appropriate by the President, the review of available recent comparable data), the President shall determine whether the university can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity such that the transaction or arrangement would not give rise to a conflict of interest.
  
  
  • The President, after consideration of relevant factors, including without limitation, the charitable mission of the university, shall determine whether the transaction or arrangement is in the university’s best interest and for its own benefit and whether the transaction is fair and reasonable to the university and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

  Trustees & Officers:

  • An Interested Person may make a presentation at the Board or Committee meeting.
  
  
  • Upon a majority vote of the Board or Committee members (excluding the Interested Person), the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
  
  
  • Upon a majority vote of the Board or Committee members, the Board or Committee shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.
  
  
  • After exercising due diligence (including, to the extent reasonably deemed appropriate by the Board or Committee, the review of available recent comparable data), the disinterested members of the Board or Committee determines whether the university can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity such that the transaction or arrangement from a person or entity such that the transaction or arrangement would not give rise to a conflict of interest.
  
  
  • The Board or Committee, after consideration of relevant factors, including without limitation, the charitable mission of the university, determines by a majority vote of the disinterested members whether the transaction or arrangement is in the university’s best interest and for its benefit, and whether the transaction is fair and reasonable to the university. The Board or Committee makes its decision as to whether to enter into the transaction or arrangement in conformity with such a determination, provided, however, that a Committee makes such a determination only if such determination is included in the power and authority delegated to the Committee by the Board.

  4. Violations of the Conflict of Interest Policy.

  Lesley Employees:

  a. If the President or General Counsel has reasonable cause to believe that an Interested Person has failed to disclose an actual or possible conflict of interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.

  b. If, after hearing the response of the Interested Person and making such further investigation as may be warranted under the circumstances, the President and General Counsel determines that the Interested Person has, in fact, failed to disclose an actual or possible conflict of interest, they may, at their discretion, take:

  • Appropriate corrective action including ratifying or nullifying the transaction or arrangement;
  
  
  • Appropriate disciplinary action, if any, against the Interested Person, up to and including termination; and
  
  
  • Any other action the President reasonably deems to be in the best interest of the university.

  Trustees & Officers:

  a. If the Board or Committee has reasonable cause to believe that an Interested Person has failed to disclose an actual or possible conflict of interest, it informs the Interested Person of the basis for such belief and affords the Interested Person an opportunity to explain the alleged failure to disclose.

  b. If, after hearing the response of the Interested Person, and making such further investigation as may be warranted under the circumstances, the Board or Committee determines that the Interested Person has, in fact, failed to disclose an actual or possible conflict of interest, it may, at its discretion, take (or in the case of a Committee lacking such authority, may recommend that the Board take):

  • Appropriate corrective action including ratifying or nullifying the transaction or arrangement;
  
  
  • Appropriate disciplinary action, if any, against the Interested Person, up to and including termination; and
  
  
  • Any other action the Board reasonably deems to be in the best interest of the university.

  Quorum (Trustees & Officers): Interested persons may be counted in determining the presence of a quorum at a meeting of the Board or any Committee thereof which authorizes, approves, or ratifies a transaction or arrangement pursuant to this Policy.

• Personal Use of Lesley Information

  No trustee, officer, or employee shall take personal advantage of information she or he receives during service to Lesley University.
  
  Any such person who obtains information that could be of personal benefit shall refrain from taking action on such information until all issues have been reviewed by the General Counsel (or the Board, for trustees and officers) and a determination is made that such personal use would not publicly harm or be financially detrimental to the university’s reputation and/or operation.

  All Board information is considered confidential, unless the Board expressly acknowledges in writing that any such information is not confidential.

  Miscellaneous

  1. Records of Proceedings. A record of the proceedings shall contain:

  • a. The names of the persons who disclosed or otherwise were found to have a Private Interest in connection with an actual or possible conflict of interest, the nature of the Private Interest, a description of any action take to determine whether a conflict of interest was present, and the President's or General Counsel's decision (for employees), or the Board's or Committee's decision (for trustees & officers) as to whether a conflict of interest in fact existed or could reasonably have been construed to exist; and
  
  
  • b. 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, and a record of any actions taken in connection therewith.

  2. Use of Outside Experts. In complying with the Policy, the university may, but need not, use outside advisors with appropriate expertise. If outside experts are used, their use shall not relieve the President or General Counsel, or relieve the Board or Committee,of their responsibility for monitoring compliance with this Policy.

  3. Compensation Committee. A voting member of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the university for services may not vote on matters pertaining to that member’s compensation.