Purpose of Statement
Orapuh, a nonprofit organization, relies on charitable contributions from its founders and revenue from specific organizational activities. The organization’s continued financial stability and receipt of contributions and support depend on maintaining its relationship with founders and clients/customers. To ensure compliance with legal requirements and maintain public trust, Orapuh must operate with transparency and accountability to both governmental authorities and its founders.
As a result, a fiduciary duty exists between Orapuh and its board, officers, and management employees, encompassing a strong obligation of loyalty and fidelity. The board, officers, and management employees bear the responsibility of administering Orapuh’s affairs with honesty, prudence, and the utmost care, skill, and judgment for the sole benefit of the organization. They must act in the best interests of Orapuh, prioritizing the organization’s welfare in all decisions and actions. Personal gain should never take precedence.
This statement applies not only to board members and officers but also to all employees, volunteers, interns, and contractors who have the potential to influence Orapuh’s actions. This includes individuals involved in purchasing decisions, other “management personnel,” and those with proprietary information related to Orapuh.
Key Areas Where Conflicts May Arise
Conflicts of interest can arise in the interactions of board members, officers, and management employees with any of the following third parties:
- Researchers, firms, and authors who publish with Orapuh
- Fellows of the Orapuh College of Scholars
- Students of the Orapuh School
- Professionals who are members of the Society for Oral and Public Health (SOPH)
- Individuals and firms supplying goods and services to Orapuh
- Customers who make purchases from Orapuh
- Members of The Orapuh Community
- Individuals and firms from whom Orapuh leases property and equipment
- Individuals and firms involved in the gift, purchase, or sale of real estate, securities, or other property with Orapuh
- Competing or affiliated organizations
- Donors and other supporters of Orapuh
- Recipients of grants from Orapuh
- Agencies, organizations, and associations that impact Orapuh’s operations
- Family members, friends, and other employees
Nature of Conflicting Interests
A material conflicting interest refers to a direct or indirect interest involving any persons and firms mentioned in Section 3. Such interests may arise through:
- Ownership of stock, debt, or other proprietary interests in any third party dealing with Orapuh
- Holding office, serving on the board, participating in management, or being employed (current or former) by any third party dealing with Orapuh
- Receiving compensation for services related to individual transactions involving Orapuh
- Misusing Orapuh’s time, personnel, equipment, supplies, or goodwill for purposes other than approved Orapuh activities, programs, and goals
- Accepting personal gifts or loans from third parties dealing with Orapuh. Receipt of any gift, except those of nominal value that cannot be refused without discourtesy, is prohibited. Monetary gifts should never be accepted.
Interpretation of This Policy Statement
The areas of conflicting interest listed in Section 3 and the relations mentioned in Section 4 are not exhaustive. Conflicts may conceivably arise in other areas or through other relationships. It is expected that trustees, officers, and management employees will recognize such areas and relationships by analogy.
Conflicting interests described in Section 4 do not automatically signify the presence of a conflict, nor does it imply that the conflict, if it exists, is of significant practical importance or necessarily adverse to Orapuh’s interests, upon full disclosure of all relevant facts and circumstances.
However, the board’s policy mandates timely disclosure of any interests outlined in Section 4, consistently prior to finalizing any transactions. It is the ongoing responsibility of the board, officers, and management employees to diligently examine their transactions, external business interests, and relationships to identify potential conflicts and promptly disclose them.
Policy and Procedure for Disclosure
Disclosures must adhere to Orapuh’s standards. Transactions involving related parties can proceed only if the following conditions are met:
- Material transactions are fully disclosed in the organization’s audited financial statements.
- The related party is excluded from participating in discussions and approving the transaction.
- A competitive bid or comparable valuation is available.
- The organization’s board has reviewed and demonstrated that the transaction is in the best interest of the organization.
Staff members should disclose conflicts to the chief executive (or the designated committee if the chief executive is involved in the conflict). The chief executive or designated committee will assess whether a conflict exists, whether it is material, and if so, bring it to the attention of the designated committee.
For conflicts involving officers, disclosure should be made to the designated committee.
The board will determine the existence and materiality of conflicts. In the presence of a material conflict, the board will decide whether the proposed transaction can be authorized as just, fair, and reasonable to Orapuh. These determinations lie within the sole discretion of the board, prioritizing the welfare of Orapuh and the advancement of its mission.