Troy Community Land Bank

“The organization provides a draft to the board for their review and approval prior to filing.”

“1) each newly elected director, prior to taking his/her position on the board, and all present directors as soon as practicable after the adoption of this policy, shall disclose, in writing, on the disclosure statement, to the audit committee of the board of directors, the nature of any external interests that potentially conflict with his/her interest as a director. Such conflict of interest includes, but is not limited to, directorship, management, consultation, or material business with the land bank or where there is great likelihood that such concern will be doing business with the land bank. Such conflict of interest also includes financial interests, defined as any person having directly or indirectly, through business, investment, or family a) an ownership or investment interest in any entity with which the land bank has a transaction or arrangement, or b) a compensation arrangement with the land bank or with any entity or individual with which the organization has a transaction or arrangement, or c) a potential ownership or investment interest in, or compensation arrangement with, any entity of individual with which the land bank is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. Other areas requiring disclosure include the purchase or sale of property or property rights and interests potentially in competition with the land bank, and/or the involvement with organizations providing services similar to the land bank. 2) whenever a director assumes new external interests that potentially conflict with his/her role as a director of the land bank, such individual will disclose, in writing, the nature of such external interests to the audit committee. 3) questions relating to the possible existence of a conflict of interest may be directed to the lannk bank's legal consultant for his/her review and determination. 4) whenever a matter being deliberated by the board of directors, or any committee or subcommittee of the board, creates a potential conflict of interest for any director, such director will neither vote nor influence the decision of the board or committee, nor be counted in determining the quorum for the meeting. The foregoing will not be construed as preventing any director from stating his position on any board matter, nor from providing information to other directors on any board matter. It is expected that following a director's statement of his position on a given issue, that he/she will leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The minutes of the meeting will record the name of the person(s) who disclosed conflicting interests, the nature of the conflicting interests and note their absence from the discussion and vote. The minutes of the meeting will also reflect the justification for determining the quorum. 5) if the audit committee has reasonable cause to believe that a director has failed to disclose actual or possible conflicts of interest, it shall inform the director of the basis for such belief and afford the director an opportunity to explain the alleged failure to disclose. If after hearing the response of the director and making such further investigation as may be warranted under the circumstances, the audit committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action. If the audit committee has reasonable cause to believe that a director has failed to disclose an actual or possible conflict of interest, then the audit committee shall consider whether another discussion and/or vote on the matter is necessary or appropriate. The board of directors/management shall refrain to the extent practical from acting on the basis of the initial audit committee action until such reconsideration has occured.”

“The board members determine appropriate salary based on current market and pass salary decision by majority vote.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public on its website.”