Conflict of Interest

Each director, officer, committee member, and employee in a position to influence, provide information with respect to, or vote on Greater Miami Jewish Federation (Federation) policy or expenditures (a Key Individual or “Disqualified Person”), in accordance with Internal Revenue Service regulations applicable to Intermediate Sanctions, shall exercise good faith in all transactions relating to the Federation. Disqualified Persons shall not use his/her position or knowledge gained there from, directly or indirectly, to permit a conflict to arise between the Federation’s interest and such Disqualified Person’s personal interests, the personal interests of a spouse or other family member of the Disqualified Person (the “Family Members”), or the interests of any corporation, partnership, proprietorship, firm, association or other entity in which a Disqualified Person or Family Member is a director, trustee, officer, or is an employee with significant administrative responsibilities or is otherwise considered by such entity to be a “key employee” or in which such person has any financial interest (or if a publicly traded company, an ownership interest of at least 5%) as a shareholder, partner, owner or otherwise (collectively, “Related Entities”).

All acts of Disqualified Persons shall be undertaken for the benefit of the Federation with respect to transactions, activities or dealings related to the Federation.

With respect to any proposed contract or other transaction or decision made by the Federation (other than an allocation or grant to a beneficiary agency or other charitable organization made in furtherance of the Federation’s exempt purposes) between the Federation and one or more Disqualified Persons, family members, or related entities, which is considered by the board of directors, the officers, or any committee of the Federation for authorization, approval or ratification, the following rules shall apply:

• Full disclosure, in writing, (if time permits, otherwise orally at the meeting at which the matter is to be considered) of the relationship or interest shall be made by the Disqualified Person to the President and to the chairman of any committee acting on the contract or transaction, prior to discussion or action on such contract or transaction.
• Staff members shall disclose, in writing, any possible conflict of interest for themselves or their immediate families to their supervisor. The contract or transaction shall be considered properly authorized, approved or ratified only if there is a favorable vote of a majority of the Federation’s directors, officers or committee members (whichever group is acting on the contract or transaction) present and voting at such meeting. The person having a conflict shall vacate the room when the matter is being voted upon and shall not participate in the final deliberation or decision regarding the matter, other than to be available to present factual information or respond to questions.
• The Disqualified Person who has such a relationship or interest shall not be counted in determining the existence of a quorum for the purpose of voting upon the contract or transaction at any meeting; and
• The minutes of the meeting shall reflect that the conflict disclosure was made, the vote taken and, where applicable, the abstention from voting and participation of the Disqualified Person.
• A Conflict of Interest Policy and Disclosure Statement shall be furnished annually to each Disqualified Person and any new Disqualified Person shall be provided with a copy of this policy upon commencement of his/her position.