Ruth Keeler Memorial Library Policy Concerning
Code of Ethics and Conflict of Interest Policy
The Ruth Keeler Memorial Library recognizes that sound, ethical standards of conduct serve to increase the effectiveness of the Library’s Board of Trustees (the "Board"), employees and volunteers. Actions based on an ethical code of conduct promote public confidence and attainment of the Library’s goals.
The Library is also committed to avoiding any situation in which the existence of conflicts of interest of any Trustee or employee may call into question the integrity of the management or operation of the Library.
The Board has therefore adopted the following Policy concerning ethical standards and the disclosure and resolution of any conflicts of interest. This Policy is intended to supplement, but not replace, any applicable state and federal laws.
1. General Terms.
A. "Employees" for purposes of this Policy includes paid and unpaid individuals who perform work at the Library on a regular and continuing basis (whether full time or part time), but not independent contractors retained by the Library to supply good or services or perform specific tasks.
B. This Policy does not specifically mention the Library's officers because, under its bylaws, only a Trustee can be an officer of the Library and therefore all officers are necessarily covered by this Policy.
2. Code of Ethics. The following shall constitute the Library's Code of Ethics and a breach of any of its provisions shall be considered a "Breach of Ethics."
A. No Trustee or employee shall directly or indirectly solicit, accept or receive any gift or favor (whether in the form of cash, check, loan, credit, services, travel, entertainment, hospitality, promise or any other form) from any individual or entity that (i) has done, or is seeking to do, business with the Library; (ii) has been, or is seeking to become, a competitor of the Library; or (iii) has received, or is seeking to receive, a grant or other financial commitment from the Library; provided that this does not preclude the acceptance of any gift or favor having a value of less than Seventy-Five Dollars if it could not reasonably be inferred that such gift or favor (i) would (or was intended to) influence that Trustee or employee in the performance of his or her duties or (ii) was (or was intended to be) a reward for any action on his or her part related to the Library. However, the Board encourages the writing of letters or notes expressing gratitude or appreciation to Library employees.
B. No Trustee or employee shall receive or enter into any agreement, express or implied, for compensation for services to be rendered in relation to any matter before the Board.
C. No Trustee or employee shall engage in, solicit, negotiate for, or promise to accept private employment or render services to private interests when such employment or service creates a conflict with or impairs the proper discharge of his or her official duties.
D. No Trustee or employee shall use or permit the use of the property or facilities owned by or leased to the Library for anything other than the purposes specifically allowed under the Policies of the Library or for any activities not approved by the Board or the Library Director.
E. No Trustee or employee shall disclose confidential information acquired by him or her in the course of his or her duties or use such information to further his or her personal interest. Nor shall he or she disclose matters discussed during an executive session of the Board, whether or not such matters are considered confidential.
F. No employee shall hire or directly supervise, evaluate, promote, review or discipline any other employee who is a "Relative" (as defined below) without the prior approval of the Board. In the event that marriage or other change of circumstances results in a situation not in compliance with this provision, the Board must be notified and approve.
3. Conflict of Interest. Each of the following circumstances shall be deemed to create a "Conflict of Interest," which must be disclosed to the Board and then considered and resolved by the Board as set forth in paragraph 4 below:
A. Any proposed "Related Party Transaction" involves a Conflict of Interest. A "Related Party Transaction" is any transaction, agreement or other arrangement in which the Library is a participant and any Trustee or employee or any "Related Party" has any direct or indirect financial interest or would derive any other substantial personal benefit. A "Related Party" means any "Relative" of a Trustee or employee and any entity in which a Trustee, employee, or any Relative of a Trustee or employee has a thirty-five percent or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a five percent or greater ownership or beneficial interest. A "Relative" means any (i) any ancestor, sibling, child, grandchild, or great-grandchild of a Trustee or employee or (ii) any spouse or domestic partner of a Trustee, an employee, or any of relatives listed in clause (i).
B. It is a Conflict of Interest for any Trustee, employee, or "Related Party" to compete with the Library in rendering services to any third party or for any Trustee, employee, or "Related Party" to serve as a director, officer, employee, agent, partner, associate, trustee, executor, guardian or other legal representative of any individual or entity that competes with the Library in rendering services to any third party.
For the avoidance of doubt, (a) an unconditional gift to the Library is not a Related Party Transaction and does not otherwise constitute a Conflict of Interest; and (b) compensation to employees in accordance with the budget adopted by the Board and any compensation otherwise authorized by the Board and reimbursement of reasonable expenses incurred in performance of a Trustee's or employee's duties and any reasonable expenses otherwise authorized by the Board are not Related Party Transactions and do not otherwise constitute a Conflict of Interest.
4. Procedures Relating to Conflicts of Interest and Breaches of Ethics.
A. Any Trustee or employee who becomes aware of a possible Conflict of Interest or a possible Breach of Ethics shall promptly disclose all the relevant facts. Such disclosure shall be made to the Board at its next meeting, except that an employee other than the Library Director may make such disclosure to the Library Director who shall then report such facts to the Board at its next meeting.
B. Following disclosure to the Board of a Related Party Transaction or any other possible Conflict of Interest, the Board may, prior to the commencement of deliberations or voting, request any involved Trustee or employee to present the relevant facts in person. The Board, after hearing all facts and conducting whatever other investigation it deems appropriate, shall determine whether there is an actual Conflict of Interest and, if there is an actual Conflict of Interest, proceed with its deliberations and voting on how to deal with that Conflict of Interest.
C. If the Board has reasonable cause to believe that a Trustee or employee has failed to disclose an actual or possible Conflict of Interest or has engaged in an actual or possible Breach of Ethics, the Board shall, prior to the commencement of deliberations or voting, inform that individual of the basis for such belief and afford that individual an opportunity to present the facts relating to that alleged failure to disclose or other alleged breach. If, after hearing that individual's response and making any further investigation that the Board feels is warranted, the Board determines that there has been an actual failure to disclose or other actual breach, the Board shall take whatever disciplinary or corrective action it deems appropriate in the circumstances.
D. Except as set forth in paragraphs B and C above concerning the presentation of facts prior to deliberations and voting, any Trustee or employee involved in an actual or possible Conflict of Interest or Breach of Ethics shall not be present at, vote at, or otherwise participate in deliberations of the Board concerning that actual or possible Conflict of Interest or Breach of Ethics. Nor shall any Trustee or employee involved in an actual or possible Conflict of Interest or Breach of Ethics attempt to influence improperly any voting or other consideration of that matter.
E. With regard to any Related Party Transaction, (i) prior to entering into any such transaction, the Board shall consider alternative transactions to the extent available, (ii) the transaction may be approved only if the Board determines that it is fair, reasonable, and in the Library's best interest at that time, (iii) the transaction may be approved only by a majority vote of the Trustees present at that Board meeting (excluding, as noted above, any Trustee with a Conflict of Interest as to that transaction); and (iv) the minutes of that Board meeting shall reflect the basis for the Board's approval, including its consideration of alternative transactions and its determination that the transaction is fair, reasonable, and in the Library's best interest.
F. The existence and resolution of any actual or possible Conflict of Interest or Breach of Ethics shall be documented in the minutes of any Board meeting at which it was disclosed, discussed, or resolved.
5. Annual Statements.
A. Each Trustee, prior to his or her initial election and annually thereafter, shall complete, sign and submit to the Library's Secretary a written statement confirming that he or she has reviewed the Library's current version of this Policy and identifying, to the best of that Trustee's knowledge, (a) any entity of which that Trustee is an officer, director, trustee, member, owner (as sole proprietor or partner), or employee and with which the Library has a relationship and (b) any Related Party Transaction or other matter that might constitute a Conflict of Interest. The Secretary shall provide a copy of all completed statements to the Library's President and retain those statements with the minutes of the Board's meetings.
B. Each "key employee" of the Library, prior to being hired and annually thereafter, shall complete, sign and submit to the Library Director a written statement confirming that he or she has reviewed the Library's current version of this Policy and identifying, to the best of that employee's knowledge, (a) any entity of which that employee is an officer, director, trustee, member, owner (as sole proprietor or partner), or employee and with which the Library has a relationship and (b) any Related Party Transaction or other matter that might constitute a Conflict of Interest. The Library Director shall provide all completed statements to the Library's Secretary, who shall provide a copy of all completed statements to the Library's President and retain those statements with the minutes of the Board's meetings. A "key employee" for purposes of this Policy means any employee who is in a position to exercise substantial influence over (i) the hiring or firing of any employee, (ii) any significant expenditure of funds or other significant financial commitment by the Library, or (iii) any other significant affairs of the Library. The Library Director shall propose, and the Board shall determine, which employees are to be considered "key employees" for purposes of this Policy.
C. Each existing employee of the Library who is not a "key employee" shall be given a copy of this Policy and every new employee shall be given a copy before or at the commencement of his employment. A copy of this Policy shall also be prominently posted in the Library, where it can be seen by all employees.