Vet Info, Inc. Conflict of Interest and Compensation Policy
The purpose of this Statement is to protect Vet Info, Inc.’s interest when it is contemplating entering into a transaction that might benefit the private interest of an officer, director, member, or relative of an officer, director,
member or might result in a possible excess benefit transaction.
I. Applicable Law:
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. This Agreement, its validity, construction and effect will be by the laws of the State of Florida, with venue proper in Miami-Dade County, Florida.
II. Definitions:
A. Interested Person:
any director, officer, committee member, or relative of any director, officer, or
committee member, who has a direct or indirect financial interest.
B. Financial Interest:
A person has a financial interest if the person directly or indirectly, through
business, investment or family has an ownership or investment interest in any entity with which Vet
Info, Inc. has a transaction or arrangement OR a compensation arrangement with Vet Info, Inc. or with
any entity or individual with which Vet Info, Inc.
has a transaction or arrangement OR a potential ownership or investment interest in or compensation
agreement with any entity or individual with which Vet Info, Inc. is negotiating a transaction or
arrangement.
III. Procedures:
A. 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 Board of Directors or Committee considering the proposed transaction or arrangement.
B. Decision Making Authority:
A financial interest is not necessarily a conflict of interest. A person
who has a financial interest may have a conflict of interest only if the Board of Directors decides that a
conflict of interest exists. After the disclosure of material facts, and after any discussion with the
interested person, he/she shall leave the Board of Directors or Committee Meeting while the
determination of a conflict of interest is discussed and voted upon.
C. Procedures for Addressing the Conflict of Interest:
- An interested person may make a presentation at the Board of Directors or Committee
meeting, but after the presentation, he/she shall leave the meeting during the discussion of,
and vote on, the transaction or arrangement involving the possible conflict of interest. - The President of the Board of Directors or Chairperson of the Committee shall, if appropriate,
appoint a disinterested person or committee to investigate alternatives to be proposed
transaction or arrangement. - After exercising due diligence, the Board of Directors or the Committee shall determine
whether Vet Info, Inc. 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 Board of Directors or Committee shall
determine by a majority vote of the disinterested directors or Committee members whether the
transaction or arrangement is in Vet Info, Inc.’s best interest, for its own benefit, and whether
or not it is fair and reasonable.
D. Violations of the Conflict of Interest Policy:
- If the Board of Directors or Committee has reasonable cause to believe a party has failed to
disclose an actual or possible conflict of interest, it shall inform the party of the basis for such
belief and afford the party an opportunity to explain the alleged failure to disclose. - If, after hearing the party’s response and after making further investigation as warranted by
the circumstances, the Board of Directors or Committee determines the party has failed to
disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
IV. Recording of Proceedings:
The minutes of the Board of Directors and all Committee meetings shall contain the
names of the persons who disclosed or 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 exists, and the decision as to whether or not a conflict of interest existed. The minutes shall also include the
names of the persons who were present for the discussion and the votes relating to the proceedings. Alternatives to
the proposed transaction shall also be recorded in the minutes.
V. Compensation:
A. A voting member of the Board of Directors or a Committee who receives compensation, directly or indirectly from Vet Info, Inc. for services is precluded from voting or matters pertaining to that member’s compensation.
B. Any voting member of the Board of Directors or any Committee whose responsibilities include compensation matters and who receives compensation, directly or indirectly, from Vet Info, Inc. either individually or collectively, is prohibited from providing any information to any Committee regarding
compensation.
VI. Annual Statements:
Each director, principal officer and/or member of a Committee with decision making authority should annually sign a statement which affirms that such person has a received a copy of the Conflict of Interest Policy, has read and understands such policy, has agreed to comply with such policy and understands that Vet Info, Inc. 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.
VII. Periodic Reviews:
To ensure the Organization operates in a manner consistent with the 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 whether compensation arrangements and benefits are reasonable based on competent survey information and arm’s length bargaining AND whether relationships with management
organizations conform to Vet Info, Inc.’s written policies, are properly recorded, reflect reasonable investment and payments for goods and services, further the exempt purpose of Vet Info, Inc. and do not result in inurement,
impermissible private benefit or in an excess benefit transaction.
VIII. Use of Outside Experts:
When conducting periodic reviews or as needed for investigative purposes, Vet
Info, Inc., may, but need not, use outside advisors and/or experts. If the outside experts are used, their use shall not relieve the Board of Directors of Committee of its responsibility for ensuring that periodic reviews are conducted.
Policy approved by the Board of Directors on March 24, 2021
www.vetinfo.org / info@vetinfo.org
