HPP Board 2014

[reni]

"I created and maintained the website as a contractor totally separate from my office position from 2000 until the Board cancelled that contract this past October 1st. Per the maintenance contract agreed upon, and at an hourly rate, I was to upload the new monthly calendar and the minutes of the Board and General membership meetings once they were provided to me"
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Aloha Morgan, let's talk bylaws here. specifically "CONFLICT OF INTEREST"
You are an employee of HPPOA.
Page 6 , Article V ,Section 14. Conflict of Interest. A conflict of interest exists when any director, officer, member of a committee or EMPLOYEE OF HPPOA has a direct or indirect financial interest in any matter involving the Association...."

Earlier, I asked the owners to research our past minutes regarding this exact topic.
I asked them to check both State and Federal requirements as well as our own bylaws.

Where is our POLICY that is supposed to be adopted annually??? I've personally requested that a POLICY be adopted on several occasions. I researched this issue, spoke to 2 licensed attorneys regarding a COI, provided a packet to a past President and STILL no policy.

"A policy governing conflicts of interest is perhaps the MOST IMPORTANT policy a non profit board can adopt" (National Council of Non Profits)

Most COI POLICIES have 7 these basic sections.
1Purpose
2.Definition
3. PROCEDURE
4. RECORDS OF PROCEDURE
5.Annual affirmation
6. annual disclosure statements SIGNED by Board members and employees ...example below
(I HEREBY CONFIRM THAT I HAVE READ AND UNDERSTAND (HPPOA) CONFLICT OF INTEREST POLICY and that my responses to the above questions are complete and correct to the best of my information and belief. I agree that if I become aware of any information that might indicate that this disclosure is inaccurate or that I have NOT COMPLIED with this policy, I will notify (designated officer) immediately)

You are an employee. You had an outside contract with us. This IS AGAINST OUR BYLAWS until a Conflict of Interest Policy has been adopted and proper steps with you have been taken (you have signed a disclosure, a procedure has been established to determine if your firm is indeed the best choice., the PROCESS of the determination documented and the decision has been recorded.)

Our COI IS SUPPOSED TO BE ADOPTED IN JULY OF EVERY YEAR. If this Board is not taken down, it most likely will be the FIRST Board ever to adopt a Conflict of Interest Policy.

[mermaid53]

[quote]Originally posted by reni
Aloha Morgan, let's talk bylaws here. specifically "CONFLICT OF INTEREST"
You are an employee of HPPOA.
Page 6 , Article V ,Section 14. Conflict of Interest. A conflict of interest exists when any director, officer, member of a committee or EMPLOYEE OF HPPOA has a direct or indirect financial interest in any matter involving the Association...."
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A huge elephant has just entered the room which makes Morgan's issue seem like small fry.

Our conflict of interest bylaw is in my opinion very clear yet ???? Policies and bylaws are only as good as those that follow them and ensure that they're followed. There should be accountability for those that don't when it's been determined that there was knowing disregard.

[msky]

Perhaps that's why they cancelled my contract...."conflict of interest"....they never did say. I had tried to resign the web-person position in the past due to a possible conflict of interest when the issue of conflict arose over another employee and trucking, but the Board at that time declined to accept my letter of resignation. Maybe the money was too insignificant to bother with. Anyway, now there is one less infraction of the Bylaws to address.

Morgan

[msky]

So, let me ask a question if I may. I'm about to take the test to be a Notary Public. The Association files liens and releases that require notarization which used to be free when June was on the Board since she was in town a couple of days a week volunteering at the pier and offered to take time out of her day to take the documents to FHB to be notarized for free. That option is no longer available. Consequently, we have to call a notary and that can add up to be quite a bit of money depending on how many pages need notarization. It sounded like a logical option that there should be an in-house notary to save the Association some money. The former Finance Committee said there were funds available to proceed with the application and so I did. The idea was that the company paid for the items to get me started and I would notarize the liens and releases for free...at least up to the amount the company paid to make this happen. That should get them a lot of notarization. Once I "pay back" the fees paid to put this process in place, I would then charge the company the basic notary fee. Question: Would his be a conflict of interest?

In studying for the test I have learned that as a "Notary Public" I would have to be available to the general PUBLIC to notarize documents during business hours and could charge them for the service. This fee would be mine to keep and pay taxes on.

Can someone untangle this for me? Becoming a Notary Public is NOT on my bucket list. I've only chosen to go ahead with it to facilitate a portion of my job and to save the Association some money, however if there could be a conflict of interest I could just as easily repay what the company has already paid out and chuck the whole idea. Or I could pay the company back, get my license anyway. But would it be a conflict of interest if I, an employee, charged them to notarize documents for a fee?

Thanks,
Morgan

[reni]

Morgan, what you have described here is a LOAN MADE TO AN EMPLOYEE or a side business venture that you have made with our Association.


Under what authority would a Non Profit Corp. have to enter into such an agreement?

Under what authority would an individual HPPOA board members or our finance committee have to enter into such an agreement ?

[Rob Tucker]

Reni,

What makes you think non-profits are unable to enter into a variety of agreements/relationships? Nothing unusual in what I have read here. Happens all the time. If it is the full Bod doing it by vote - that's fine. If it is an individual BoD member doing it one on one that should be fine too.

[reni]

Agree that variety of agreements/ relationships CAN be entered.


If it has been discussed , complete with process of conflict of interest per our bylaws, and voted on by the FULL BOD , it would be recorded in the minutes.

I read the minutes, can't find that this occurred.

[Kenney]

What a confusing mess.
Rene, I don't think questions about "under who's authority" should be addressed to Morgan. She's just trying to do her job.
This is a Management/BOD issue.
Morgan, thank you for your many years of service to HPP.

[Laughing_girl]

quote:

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Originally posted by Kenney

What a confusing mess.
Rene, I don't think questions about "under who's authority" should be addressed to Morgan. She's just trying to do her job.
This is a Management/BOD issue.
Morgan, thank you for your many years of service to HPP.

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Now that is the best comment I have heard here.

[reni]

"AUTHORITY" is a term used in the corp. world as well as other places. It might sound harsh to those who are not accustomed to using it.

Example, Check our bylaws page 33 Appendix E -HPPOA Business/fiscal Schedule.

I asked this question of Morgan as she is the one that has entered into this agreement with HPPOA. I could not find record of this agreement/contract , that raises the question of conflict of interest in our minutes.

Attacking people is not my goal. Following our bylaws and ending monetary agreements outside of process is.