Board Member Conflict of Interest Statement
A Conflict of Interest exists when a Board Member of the Greater Hartford Arts Council Partnership (the “Partnership”) (as well as a staff) (hereinafter Board Member and staff collectively called a “Board Member”) is in a position to benefit personally (whether pecuniarily or otherwise) either directly or indirectly, from dealings by the Partnership with individuals or business entities. A Conflict of Interest can also exist when a Board Member is put in a position of having to serve interests, business or otherwise, which compete with the best interests of the Partnership.

A Conflict of Interest also exists when a Board Member is receiving unreasonable compensation or benefits from the Partnership

A Board Member may, through his/her relationship with the Partnership, obtain information on the Partnership and its operations which, in the best interests of the Partnership, should be kept confidential, and a Conflict of Interest exists if a Board Member should disclose that information.

Each Board Member should recognize that the relationship between him/her and the Partnership is a fiduciary one, and that all of his/her relationships with the Partnership, and actions that may affect the Partnership, be conducted in a manner which will further the best interests of the Partnership as an independent institution.

The rules herein outlined apply not only to Board Members, but also to family members and close relatives.

When an actual or apparent Conflict of Interest exists it is essential that all dealings or situations involving such conflict be both fairly and fully disclosed to the Partnership.

When such an actual or apparent Conflict of Interest does exist or may exist, it is incumbent upon the Board Member involved:

a. if the proposed transaction or relationship is a continuing one, such as utilization of a firm or company with which the Board Member is associated for the provision of services to the Partnership, to inform the Board of the Partnership and obtain – at least Annually – Board approval of the continuing transaction or relationship; or

b. if the proposed transaction is an isolated one, such as the sale by a Board Member of an asset to the Partnership, or the one time providing of services, to inform the Board, and to obtain Board approval of the transaction.

In each case:

a. Board approval will be sought in advance of the establishment, or continuation of the relationship, or in the case of an isolated transaction, prior to the undertaking of the transaction;

b. Annually the Board will review the actual and proposed compensation of staff. c. The Board may review the matter without the affected Board Member being present; and in any event, the affected Board Member abstain (as to whether the matter under consideration is, or is not, in the best interests of the Partnership) from the Board Member vote upon the matter;

d. If the Board does not approve the relationship or transaction, the relationship or transaction will not be undertaken or continued; and

e. The Board will review actual and potential Conflicts of Interest annually.

If the Board Member finds himself/herself in a position of having some interest, business or otherwise, which conflicts with the best interests of the Partnership, he/she will inform the Board at the earliest practicable time.

If a Board Member finds that he/she cannot operate as a Board Member within the spirit of this Conflict of Interest Statement, it is incumbent upon that person to cease service as a Board Member; if the affected Board Member does not resign his/her position with the Partnership, the Board will terminate the Board Membership of such affected Board Member,

No precise definition of a Conflict of Interest is possible. The spirit of the matter is for each Board Member to recognize that he/she must put the best interests of the Partnership first, and act accordingly.

Each Board Member will annually sign and date a copy of this Conflict of Interest Statement, and indicate any actual or potential conflicts, as defined herein, which the Board Member may have or anticipate having, and disclose other appropriate information. It is the responsibility of the Partnership to annually send a copy of this Policy to the Board Members, and to monitor the receipt of responses from the Board Members.

Each Board Member should recognize that the procedures outlined herein are necessary to ensure that the Partnership operates in a manner consistent with its charitable and educational purposes, and that it does not engage in activities which could jeopardize its

position as a tax-exempt organization, or which (through the intermediate sanctions provisions, defining so-called “excess benefit transactions”, or otherwise) cause the Partnership or its Board Members to be penalized.

The Board of Directors (the “Board”) of the Greater Hartford Arts Council (“Council”) are legally and ethically accountable for the direction, health and effectiveness of the Council. The Board governs as a team to ensure that the Council successfully achieves its mission in an ethical, transparent, accountable, and prudent manner. The Board works in partnership with its Chief Executive Officer. The Chief Executive Officer enables the Board to carry out its governance obligations by providing day-to-day management, leadership, and support.

As a member of the Board, I acknowledge that I have fiduciary responsibilities to the Council, as well as obligations imposed by law. Accordingly, in carrying out my duties and responsibilities as a member of the Board, I pledge that:
I shall at all times act in good faith and protect the best interests of the Council.
I will support and promote the mission of the Council, set standards, controls, and policies, and hold Council management accountable for effective operations and compliance.
I will play a substantive role with Council management in strategic planning to ensure that the Council’s programs and services are supportive of the Council’s mission.
I will ensure compliance with the Council’s Certificate of Incorporation, Bylaws, Policies and Procedures and relevant laws and regulations.
Pursuant to the Council’s strategic plan, I will review and monitor key metrics of performance, as prepared by Council staff, by assessing the results and ensuring a process for continuous quality improvement of functions and services.
I will define, assess, evaluate, and enforce the Board’s work, including its committees, and encourage the individual contributions (i.e., time, expertise, etc.) of Board members.
I will advance the Council’s long-term fiscal health through oversight of internal financial controls, budgets, investments, financial statements, audits, operations and reserves.
I will ensure the Council manages its funds responsibly and prudently in furtherance of its tax-exempt mission and strategic goals.
I will ensure that adequate risk management is in place (e.g., insurance, safety and security, data backup, confidentiality, etc.).
I will evaluate the role, responsibilities and performance of the Chief Executive Officer and provide feedback to assure the effective day-to-day management and leadership of the Council.

I will not divulge information about the Council that has been labeled or communicated as confidential, that I have been told orally is confidential, or that I can determine from its content and context is sensitive information.1
I will protect the confidentiality of the Council’s sensitive information until the Council itself has officially divulged the information, regardless of whether I remain a member of the Board.
When I cease to be a Board member, I shall destroy or return to the Council (at its request) any and all confidential information which is tangible or in digital form.
I will endeavor to prepare for, attend and actively participate in each meeting of the Board of Directors and committees of which I am a member. I will review information, ask questions, suggest agenda items on significant policy-related matters, and engage in conversation and decision- making.
I will participate in at least one committee and attend committee meetings to effectuate the work of the committee.
If I disagree with a policy or action adopted by the majority of the Board, I will support said policy or action as being the considered judgment of the Board, and, if my opposition continues, to work within the Board’s decision-making process to effect change.
I will explain the actions of the Board in a positive manner, even if I disagreed with the action, even when I am no longer a member of the Board.
I will at all times recognize that I project an image as a representative of the Council and shall conduct myself in a professional manner which fosters confidence and reflects positively on the Council.
I will respect the diversity of opinion and deal respectfully with the Council’s other directors and with its employees, donors, donees and stakeholders.
I understand that my rights and authority as a Board member are equal only to the rights and authority of other individual Board members of the Council and that I will not take individual action which could reasonably be interpreted as speaking for the Council’s Board unless delegated that authority by action of the Board.
I understand that as a tax-exempt public charity, the Council is prohibited from engaging in any political activities. Accordingly, I will take precautions to ensure that my individual political activities, if any, are not attributable to the Council.

I understand my role as a Board member does not involve my engagement in the day-to-day operations of the Council.
I will ensure the Council strives to be a diverse and inclusive workplace free from illegal discrimination and harassment on the basis of gender, sexual orientation, national origin, race, religion, age, political affiliation or disability.
I will not derive any personal profit or gain, directly or indirectly, due to service as a member of the Board.
I will avoid bringing even the appearance of a conflict of interest to the Board’s activity, in compliance with the Council’s Conflict of Interest Policy.
I will not accept (or offer) favors or gifts from (or to) anyone who does business with the Council.
I will serve the Council as a whole rather than any special interest group or constituency.
I will comply with all applicable federal, state and local, laws, rules and regulations.
I will support fundraising of the Council through personal donations according to my means and assist with potential donor identification and referral.
I will serve as a steward and advocate for the Council’s strategic goals.
I will agree to step down from Board membership if unable to fulfill these Board member expectations.