Conflict Of Interest Policy

(effective 08/26/10)

Purpose

        The purpose of this conflict of interest policy (the “Policy”) is to protect the interest of Lesley University (“Lesley University,” or the “Corporation”) when the Corporation or any employee of the Corporation, acting on behalf of the Corporation, is contemplating entering into a transaction or arrangement that might benefit the private interest of an employee of the Corporation. It is the policy of the Corporation to require its employees involved in decision-making to honestly and loyally serve the best interests of the Corporation to the exclusion of other interests and activities that are, or may be, inconsistent with or injurious to the best interests of the Corporation. This policy is intended to supplement but not replace: (a) any applicable federal or state laws governing conflicts of interest applicable to nonprofit and charitable organizations; and (b) the federal “Intermediate Sanctions” rules of section 4958 of the Internal Revenue Code of 1986, as amended.

Definitions

1. Interested Person: Any employee who has a direct or indirect Private Interest (as defined below) in a proposed transaction or arrangement involving the Corporation.

2. Family Member: With respect to a person, (a) a spouse, parent, sibling or child of such person or (b) any other individual (whether or not related by blood or marriage) living in the same household as such person.

3. Private Interest: A person has a Private Interest if such person has a Financial Interest or Other Interest (each as defined below).

        (a) A person has a Financial Interest if the person has or anticipates having, directly or indirectly, through the activities of such person or a Family Member of such person:

                  (i) ownership or control of at least five percent (5%) of the equity or voting interest of any entity with which the Corporation has or is contemplating a transaction or arrangement;

               (ii) a relationship as an officer, director, trustee, partner or lender of any entity with which the Corporation has or is contemplating a transaction or arrangement; or

               (iii) a compensation arrangement with any entity or individual with which the Corporation has or is contemplating a transaction or arrangement.

In addition, a person has a Financial Interest in the negotiation of any compensation arrangement between such person and the Corporation. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

       (b) A person has an Other Interest if such person, or a Family Member of such person:

               (i) serves as a trustee, director, officer or employee of any entity with which the Corporation has or is contemplating a transaction or arrangement;

               (ii) is a significant donor to any entity with which the Corporation has or is contemplating a transaction or arrangement; or

               (iii) wields decision-making authority, whatever the person’s formal title, in any entity with which the Corporation has or is contemplating a transaction or arrangement.

A Private Interest is not necessarily a conflict of interest. Under Article III, Section 2 of this Policy, a person who has a Private Interest does not have a conflict of interest within the meaning of this Policy unless the General Counsel or President decides that a conflict of interest exists.

Procedures

1. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of her or his Private Interest in, and the material facts relating to, a proposed transaction or arrangement to the General Counsel or President considering the transaction or arrangement.

2. Determination of the Existence of a Conflict of Interest. After disclosure of the Private Interest and the material facts to the President or General Counsel, the President or General Counsel shall decide the question of whether a conflict of interest exists or could reasonably be construed to exist. 

3. Procedures for Addressing the Conflict of Interest. In the event that a determination is made under Section 2 of this Article III that a proposed transaction or arrangement presents, or could reasonably be construed as presenting, a conflict of interest, the Corporation shall not enter into or otherwise approve the transaction or arrangement except in compliance with the following procedures:

       (a) An Interested Person may make a presentation to the President.

       (b) The President shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.

       (c) After exercising due diligence (including, to the extent reasonably deemed appropriate by the President, the review of available recent comparable data), the President shall determine whether the Corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity such that the transaction or arrangement would not give rise to a conflict of interest.

       (d) The President, after consideration of relevant factors, including without limitation, the charitable mission of the Corporation, shall determine whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

4. Violations of the Conflict of Interest Policy.

       (a) If the President or General Counsel has reasonable cause to believe that an Interested Person has failed to disclose an actual or possible conflict of interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.

       (b) If, after hearing the response of the Interested Person and making such further investigation as may be warranted under the circumstances, the President and General Counsel determines that the Interested Person has, in fact, failed to disclose an actual or possible conflict of interest, they may, at their discretion, take:

           (i) appropriate corrective action including ratifying or nullifying the transaction or arrangement;

           (ii) appropriate disciplinary action, if any, against the Interested Person, up to and including termination; and

           (iii) any other action the President reasonably deems to be in the best interest of the Corporation

Personal Use of Lesley Information

No employee of the Corporation shall take personal advantage of information she or he receives during service to the Corporation. Any such person who obtains information that could be of personal benefit shall refrain from taking action on such information until all issues have been reviewed by the General Counsel and a determination is made that such personal use would not publicly harm or be financially detrimental to the Corporation’s reputation and/or operation. 

Miscellaneous

1.  Records of Proceedings. A record of the proceedings shall contain:

       (a) the names of the persons who disclosed or otherwise were found to have a Private Interest in connection with an actual or possible conflict of interest, the nature of the Private Interest, a description of any action taken to determine whether a conflict of interest was present, and the President’s or General Counsel’s decision as to whether a conflict of interest in fact existed or could reasonably have been construed to exist; and

      (b) 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 actions taken in connection therewith.

2. Use of Outside Experts. In complying with the Policy, the Corporation may, but need not, use outside advisors with appropriate expertise. If outside experts are used, their use shall not relieve the President or General Counsel of their responsibility for monitoring compliance with this Policy.