*Our structure, decision-making processes, and internal policies are all under review now (December 2016), in a process about which we’ve been updating the group in our emails and meetings. The information below may be incomplete or out-of-date; please bear with us as we attempt to create a flexible, effective, and transparent structure going forward!
The board will survey what local non-profits pay their staff and for staff or consultants will pay a reasonable going rate. In setting rates for consultants, the lack of benefits will be kept in mind.
Money in accounts will not be placed in corporate banks, but will be placed in credit unions. No money in mutual funds will be invested in vehicles which include fossil fuels.
All money which is raised will meet federal and WA State laws for fundraising and solicitations will be accurate, truthful and candid. It will be our highest goal to spend our money on labor, goods, and services that promote our mission statement and keep a light overhead.
4) Meeting Minutes
Minutes of Hub meetings will be kept. The monthly newsletter will record any decisions made by the General Meeting.
5) Organizational Records
Records will be kept electronically for 7 years. Grant records and financial records and minutes will be kept electronically for 7 years. Other documents created by Workers’ Collective members or general members will be kept and destroyed at their discretion. If the bylaws are changed, the date of revisions should be noted.
350Seattle.org expects its members to be honest and respectful with each other. We expect our members to act on behalf of the world we are trying to create in so much is within our power to do. It expects to be transparent about its finances. Any member can make a confidential report of suspected financial impropriety to either the Board or the Workers’ Collective (which ever half did not contain problematic behavior) and expect that body to work to address the issue to resolution. In the event that a Hub member has acted in an inappropriate manner (sexism, ageism, classism, racism, etc) any member can bring their complaint to the other half of the body upon which that person serves and expect that body to address the complaint until it is satisfactorily resolved. This complaint can be brought confidentially and be held as such unless the complainant agrees that it be brought forth with their name. Hub members are expected to not speak on behalf of 350Seattle.org, taking an official position on anything unless they have the agreement of the Hub. They are always free to express their personal opinions in any setting.
The board (minus the treasurer) will oversee an annual audit. The board will form a review committee of members who will perform the annual review of financial records. The annual 990 Tax form will be shared with the whole board before filing and shall be made publically available on our website.
Conflict of Interest Policy
Article I – Purpose
The purpose of the conflict of interest policy is to protect 350Seattle.org’s tax-exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II – Definitions
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, is an interested person.
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 interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization 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 or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III – Procedures
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
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.
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.
After exercising due diligence, the governing board or committee shall determine whether the Organization 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.
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 the Organization’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.
Violations of the Conflicts of Interest Policy
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.
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.
Article IV – Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V – Compensation
A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI – Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII – Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII – Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
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