Unified Prevention Coalition of Fairfax County

“This form was distributed by email to the Board of Directors on Aug 10, 2015.”

“The following are required to sign UPC's Conflict of Interest and disclose information regarding their interests and those of their family members that could give rise to conflicts of interest: 1. Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below. 2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment in any entity with which UPC has a transaction or arrangement, b. A compensation arrangement with UPC or with any entity with which UPC has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which UPC is negotiating a transaction or arrangement.3. Procedure for Addressing the Conflict of Interest a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The chairperson of the governing board or committee 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 UPC 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 UPC'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. Violations of the Conflict of Interest Policy: a. If the governing board or committee 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 governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The policy for determining compensation is a follows: The executive committee shall annually evaluate the Executive Director on his/her performance and ask for his /her input on matters of performance and compensation. Board Approval. The executive committee will obtain research and information to make a recommendation to the full board for the compensation (salary and benefits) of the Executive Director (and any other highly compensated employees or consultants) based on a review of comparability data. For Example, The executive committee will secure data that documents compensation levels and benefits for similarly qualified in a comparable position at similar organizations. This data may include the following: 1. Salary and benefit compensation studies by independent sources; 2. written job offers for positions at similar organizations. 3. documented telephone calls about similar positions at both nonprofit and for profit organizations; 4. information obtained from tehe IRS from 990 filings or similar organizations; 5. Informtation on past salary received by individual concurrent documentation. To approve the compensation fort he Executive Director ( and any other highly compensated employees or consultants)< the board must document how it reached it decisions, including the data on which it relied in the minutes of the meeting during which the compensation was approved. Documentation will include: a) a description of the compensation and benefits and the date it was approved; b) the members of the board who were present during the discussion about he compensation and benefits and the results of the vote; c) a description of the comparability data relied upon and how the data was obtained; and d) any actions taken (such as abstaining from discussion and vote) with respect to consideration of the compensation by anyone who is otherwise a member of the board, but who had a conflict of interest with respect to the decision on the compensation and benefits. Compensation for the Executive Director and 4 officers/staff members was reviewed and approved by board members of the personnel committee using comparability data from simiiar positions in the field and data from the county school system for similar positions.”

“UPC makes it governing documents, conflict of interest policy and financial statements available to the public upon request.”