At Backcountry Hunters & Anglers, we are committed to the protecting of non-public information and recognize that this information is restricted to staff, board members and key volunteers on a need-to-know basis. When collecting, storing and retrieving nonpublic personal information, positive control will be maintained throughout the process to ensure security and confidentiality. Access to donor, financial, or member information is restricted on a need-to-to know basis. This information is confidential and highly sensitive as it concerns the nature of donors’ financial and personal affairs.

Board members, volunteers and employees are cautioned to demonstrate professionalism, good judgment, and care to avoid unauthorized or inadvertent disclosures of confidential information and should, for example, refrain from leaving confidential information contained in documents or on computer screens in plain view.

Backcountry Hunters & Anglers information will be used only for the lawful conduct of Backcountry Hunters & Anglers business and will never be shared with third parties without the consent of the member, contact or donor except as permitted by law. Backcountry Hunters & Anglers has no affiliates or marketing experts with whom we share personal information.

Unauthorized disclosure of confidential or privileged information is a serious violation of this policy and will subject the person(s) who made the unauthorized disclosure to appropriate discipline, including removal/dismissal
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I, ___________________________, acknowledge that I have read the Backcountry Hunters & Anglers Privacy Policy & Conflict of Interest Policy (see below), and I agree to the terms and provisions contained in this policy. I recognize that violation of this policy may make me liable for dismissal or other disciplinary action, and may make me subject too other civil and criminal penalties. I understand this Privacy & Conflict of Interest Policy applies equally while employed or volunteering and after employment or volunteer commitment ends

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Conflict of Interest Policy

The purpose of the conflict of interest policy is to protect BHA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer, director or employee of BHA or might result in a possible excess benefit transaction.  This policy is intended to supplement, but not replace any state and federal laws governing conflict of interest issues arising within nonprofit and charitable organizations.

Definitions

Interested Person

Any officer, director, committee member, or employee, 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:

• An ownership or investment interest in any entity with which BHA has a transaction or arrangement,
• A compensation arrangement with BHA or with any entity or individual with which BHA has a transaction or arrangement, or
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which BHA is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial.

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 or appropriate committee determines that a conflict of interest exists.

Independent Director

A director shall be considered “independent” for the purposes of this policy if he or she is “independent” as defined in the instructions for the IRS 990 form or, until such definition is available, the director:

• is not, and has not been for a period of at least three years, an employee of BHA or any entity in which BHA has a financial interest;
• does not directly or indirectly have a significant business relationship with BHA, which might affect independence in decision-making;
• is not employed as an executive of another corporation where any of BHA’s executive officers or employees serve on that corporation’s compensation committee; and
• does not have an immediate family member who is an executive officer or employee of BHA or who holds a position that has a significant financial relationship with BHA.

Procedures

Duty to Disclose

A person with an actual or possible conflict of interest must disclose the financial interest involved and be given the opportunity to disclose all material facts to the directors and/or members of committees with the Board-delegated power to consider the proposed transaction or arrangement.

Recusal of Self

Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

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 Board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall determine if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

• An interested person may make a presentation at the 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 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 Board or committee shall determine whether BHA can, with reasonable effort, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest.
• If it is not reasonably possible to obtain a transaction or arrangement that avoids a conflict of interest, the board or committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the best interest of BHA, and whether it is fair and reasonable.  In conformity with the above determination, the board or committee shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy

• If the Board or committee has reason to believe a person has failed to disclose an actual or possible conflict of interest, it shall inform the person of the basis for such conclusion and afford the person an opportunity to explain the alleged failure to disclose.
• If, after hearing the person’s response and after making further investigation as warranted by the circumstances, the board or committee determines the person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Records of Proceedings

The minutes of the Board and all committees with Board-delegated powers shall contain:

• The names of 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 existed, and the board or committee decision regarding the existence of a conflict of interest.
• 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 Board who receives compensation, directly or indirectly, from BHA 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 BHA for services is precluded from voting on matters pertaining to that member's compensation.

No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from BHA, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Annual Statements

Each director, officer, committee member, and employee of BHA shall annually sign a statement that affirms such person:

• Has received a copy of the conflict of interest policy,
• Has read and understands the policy,
• Has agreed to comply with the policy, and
• Understands that BHA is a charitable organization and in order to maintain its federal tax exemption and public trust, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director.

If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form.

Periodic Reviews

To ensure BHA 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 (if reasonably available), and the result of arm's length bargaining
• Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to BHA's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.

Use of Outside Experts

When conducting the periodic reviews BHA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

Public Defacement of BHA

Any public defacement or intentional degradation of BHA by an employee, officer or committee member may be grounds for removal.