Ethics and Conflicts

Approved October 13, 2020

Introduction

This Ethics and Conflicts Policy (this “Policy”) sets forth the standards relating to ethical conduct and conflicts of interest for Trustees and Officers of the Greenwich Library (the “Library”). For purposes of this Statement, Trustees means active members of the Library’s Board of Trustees (the “Board”) and Officers means the Director and Deputy Director of the Library.

1. Compliance with Laws and Other Ethical Standards

Trustees and Officers shall comply with the letter and spirit of all applicable local, state and federal laws, the ethical standards set forth in this Policy, and any additional ethical standards set forth by organizations relevant to the particular profession(s) of each Trustee and Officer. In recognition of the fact that Officers of the Library are employees of the Town of Greenwich (the “Town”), in the event of a conflict or inconsistency between the standards set forth in this Statement and any more stringent standard of conduct promulgated by the Town, the Town’s standard shall control.

2. Fiduciary Duties

Trustees and Officers owe the fiduciary duties of care, loyalty, and obedience to the Library. The duty of care requires Trustees and Officers to exercise the care that an ordinarily prudent person would exercise in a like position and under similar circumstances in connection with their responsibility to provide organizational oversight. The duty of loyalty requires Trustees and Officers to faithfully pursue the interests of the Library rather than their own financial or other interests or those of another person or organization. The duty of obedience requires Trustees and Officers to act with fidelity to the Library’s mission and in compliance with all applicable laws.

Trustees and Officers shall be attentive to the Library’s activities and finances. Trustees shall oversee the way in which the Library’s assets and affairs are managed and Officers of the Library shall be actively engaged in such management. This includes attending and participating in meetings, reading and understanding financial statements and other library reports, asking questions and exercising sound judgment. Breach of any fiduciary duty by a Trustee or Officer may subject the Trustee or Officer to financial or legal consequences and may result in removal from the position of Trustee or Officer.

Trustees and Officers should keep in mind that any action taken by them as individuals may reflect on, or be attributed to, the Library. No Trustee or Officer shall misuse the Library’s name, reputation, property or services, nor shall any Trustee or Officer compromise the Library’s goodwill.

3. Conflicts of Interest

A. General

The Library is committed to integrity and credibility in its operations. In particular, as a tax-exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code, the Library is subject to tax and other legal requirements, including prohibitions against transactions that benefit a private individual as opposed to the public that the Library is formed to serve (referred to in the tax code and regulations as “private inurement” or “private benefit” transactions). If a tax-exempt organization fails to meet these requirements, certain penalties could be imposed, including loss of the organization’s tax-exempt status or imposition of financial penalties, which would be payable by the organization’s managers and/or certain insiders (sometimes called “disqualified persons” in the tax code) who are involved in the impermissible transaction. Further, in order to meet the Library’s annual disclosure requirements of IRS Form 990 (Return of Organization Exempt from Income Tax), the Library must learn of any transactions with respect to the Library involving Trustees (who qualify as “independent voting member of the governing body”) that must be disclosed on Form 990.

In order to promote integrity and credibility, to address these tax and legal requirements, and to address other issues of potential conflicts of interest, the Board has adopted this Policy.

B. Conflicts of Interest—Defined

A Trustee or Officer has a conflict of interest (a “Conflict”) when the Trustee or Officer, or any member of their family, directly or indirectly:
– has any personal, business, or other interest or affiliation that could be construed as being Library-related, such as (but not limited to) serving as a trustee, officer, director, employee or partner of, or owning greater than 5% of the voting stock or controlling interest in, any organization that does business or wishes to do business with the Library, or
– receives a personal, business, or other benefit (other than the reasonable compensation of an Officer by the Town) as a result of the Trustee’s or Officer’s affiliation with the Library.

The term “Family” as used in this Policy includes individuals related to a Trustee or Officer by marriage, domestic partnership, blood, or adoption.

C. Avoidance of Conflict of Interest

Each Trustee and Officer shall exercise care to ensure that no harm to the Library’s interests results from a Conflict between the Library’s interests and any personal, business, or other interests of the Trustee or Officer or any member of their Family. Trustees and Officers should avoid situations in which a Conflict, or the appearance of a Conflict.

D. Disclosure of Potential Conflict of Interest

If any Trustee or Officer or (to the knowledge of any such Trustee or Officer) any member of their Family has, or reasonably expects to have, interests or affiliations that could be construed as creating a Conflict or the appearance of a Conflict, the Trustee or Officer shall promptly inform the President of the Board, who shall promptly inform the other members of the Board’s Executive Committee. If a Trustee who is a member of the Executive Committee (including the President of the Board) or (to the knowledge of such Trustee) any member of their Family, has, or reasonably expects to have, a Conflict, such Trustee shall promptly inform the remaining members of the Executive Committee.

E. Evaluation of Potential Conflict of Interest

1. The Executive Committee shall review the information relating to any potential Conflict and shall take one of the following actions as they deem appropriate: (i) finding that no Conflict or potential Conflict exists; (ii) finding that a Conflict or potential Conflict exists and that the situation resulting in such Conflict should cease or not be permitted to proceed; or (iii) referring the actual or potential Conflict to the Board for consideration. In the event the actual or potential Conflict is referred to the Board for consideration, the Board shall take such actions as the Board in its discretion deems appropriate, including, but not limited to, any of the following: (a) finding that no Conflict or potential Conflict exists; (b) finding that a Conflict or potential Conflict exists and that the situation resulting in such Conflict should cease or not be permitted to proceed; or (c) finding that a Conflict or potential Conflict exists and that a waiver or conditional waiver of such Conflict should be granted.
2. In evaluating whether to cease, not permit or waive the Conflict, the Executive Committee or the Board may investigate or direct the Library Director to investigate alternatives to the existing or proposed transaction or arrangement that raises the Conflict in order to determine whether the Library may obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a Conflict. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a Conflict, the Executive Committee shall determine whether the transaction or arrangement is in the Library’s best interest and for its own benefit and whether the transaction or arrangement is fair and reasonable to the Library, and shall make its decision as to whether to cease, not permit or waive the Conflict the in conformity with such determination.
3. Generally, the Trustee or Officer associated with a potential Conflict may be present at any meeting held to evaluate the potential Conflict in order to respond to questions and elaborate on the information presented; however, as set forth in Section 3(H) of this Policy, such Trustee or Officer shall leave the meeting during any discussion or vote relating to such matter. The minutes of the meeting shall record the date, time, and location of the meeting, individuals present, disclosure of the Conflict, the Trustee’s or Officer’s abstention from consideration of the matter, the issue subject to a vote, and how each Trustee voted, and the determination if made, whether the transaction is in the Library’s interest.
4. In all cases, the finding or referral referred to in 3.E.1 shall be recorded in writing by the Executive Committee or the Board of Trustees, as applicable. A copy of such writing shall promptly be provided to the Trustee or Officer. The Trustees’ office shall maintain a central repository for all such written decisions and/or recommendations.

F. Accessibility of Information

The President of the Board, or the Executive Committee, as applicable, may request from Trustees or Officers information relevant to ensuring compliance with this Policy. Because the integrity, and therefore, the credibility of the Library is enhanced by disclosure, Trustees and Officers shall provide any relevant information requested.

G. Confidentiality in Review

Persons to whom disclosures are made shall take steps to ensure the confidentiality of the disclosure. All information relating to an actual or potential Conflict shall be handled confidentially unless public disclosure is part of any conflict of interest management plan or is required by law.

H. Abstention from Voting

A Trustee or Officer shall not vote on, approve or recommend any transaction in which such Trustee or Officer or (to the knowledge of such Trustee or Officer) any member of their Family has any actual or potential Conflict. If the Trustee or Officer is present at a meeting of the Board or any committee of the Board at which such a matter is considered, the Trustee or Officer shall not be present for any discussion or vote relating to such matter.

I. Trustee Candidates

The Nominating Committee of the Friends of Greenwich Library shall, in considering candidates for the Board of Trustees, seek to ascertain whether the candidate, or (to the knowledge of the candidate) a member of the candidate’s Family, has any direct or indirect personal, business or other interests or affiliations that could be construed as giving rise to an actual or potential Conflict that should be reported to the Board prior to the candidate’s nomination being acted upon by the Board. To facilitate such determination, each candidate shall be asked to complete the attached Affiliation Questionnaire.

4. Library Resources

Trustees and Officers shall use Library resources for Library business only and not for personal gain or at the expense of patrons; provided, however, that they may use Library resources in the same manner as any member of the general public. Library resources include, but are not limited to, the Library’s collections, supplies, equipment, staff, and premises. In addition, the name, reputation, and goodwill of the Library are valuable assets and should not be used by Trustees or Officers for personal advantage or for the advantage of any other person or entity.

5. Confidential Information

Unless otherwise required by law, Trustees and Officers shall not disclose confidential information obtained in the course of their duties as Trustees or Officers. Confidential information is any information that is not generally available to the public. The obligation to keep such information confidential shall continue after the cessation of a Trustee’s term on the Board or the Officer’s employment at the Library.

6. Trustee-Staff Relationship

Trustees and Officers should not use their position to obtain services or expertise from Library staff that differ from the manner in which such services or expertise are provided to the general public. Neither Trustees nor any member of a Trustee’s or Officer’s Family shall serve as paid employees of the Library unless approved in advance by the Board.

7. Gifts

Trustees and Officers shall avoid activity that could be construed as illegal, improper or corrupt. In order to avoid any such appearance, Trustees, Officers and their Family members may not knowingly accept, in connection with their official relationship with the Library or their performance of any duty as a Trustee or Officer, gifts with a value of $100 or more from any one source in a calendar year (including a discount or special price on personal purchases) from any individual or organization that (to the knowledge of such person) does business with, or that wishes to do business with, the Library. Gifts of cash or cash equivalents (e.g., gift cards) may never be accepted.

Notwithstanding the provisions of the previous paragraph, meals or other customary entertainment that would be appropriate to be reimbursed as a business expense may be accepted, except where the acceptance would compromise, or could reasonably be perceived to compromise, the judgment of the Trustee or Officer or the reputation of the Library.

8. Interpretation

This Policy cannot describe all potential conflicts of interest or ethical issues that may arise, and its application may be uncertain at times. Officers and Trustees should exercise the highest standards of ethical judgment and err on the side of caution. Attached hereto as Appendix A is a list of examples to assist Trustees and Officers in determining whether a conflict of interest or other ethical issue may exist. Trustees and Officers are encouraged to consult with the President of the Board if they have any questions as to the applicability of this Policy to a particular situation.

9. Policy Distribution/Conflict of Interest Statement

Newly elected Trustees and newly appointed Officers shall be provided with a copy of this Policy upon election to the Board or appointment as an Officer. Upon receipt, each such newly elected Trustee and newly appointed Officer shall promptly complete, sign and return the attached Conflict of Interest Statement and Affiliation Questionnaire.

In addition, each Trustee and Officer shall be provided with a copy of this Policy on an annual basis. Upon receipt, each such Trustee and Officer shall promptly complete, sign and return the attached Conflict of Interest Statement and Affiliation Questionnaire.