Conflict of Interest Policy

CONFLICT OF INTEREST POLICY

PURPOSE

This policy protects Sierra Gold Soccer Club's interests when it is contemplating entering into a

transaction or arrangement that might benefit the private interest of a board member, officer, or

key employee. It is intended to supplement, not replace, any applicable state and federal laws

governing conflicts of interest applicable to nonprofit and charitable organizations.

I. DEFINITIONS

A. Interested Person Any board member, officer, or key employee who has a direct or indirect

financial interest as defined below.

B. 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 the club has a transaction or

arrangement

- A compensation arrangement with the club or with any entity or individual with which the

club has a transaction or arrangement

- A potential ownership, investment, or compensation arrangement with any entity or

individual with which the club is negotiating a transaction or arrangement

C. Conflict of Interest A conflict of interest exists when a person's personal, professional, or

financial interests could impair or appear to impair their ability to act in the best interests of

the club.

D. Compensation Compensation includes direct and indirect remuneration as well as gifts or

favors that are not insubstantial.

II. SCOPE

This policy applies to:

• All board members (voting and non-voting)

• Officers of the club

• Key employees and contractors• Committee members

• Anyone in a position of trust or authority within the organization

III. DUTY TO DISCLOSE

A. Annual Disclosure Each board member, officer, and key employee shall annually sign and

submit a Conflict of Interest Disclosure Statement (see attached) disclosing:

• Any financial interests in entities doing business with the club

• Any family relationships with contractors, vendors, or employees

• Any outside positions or activities that could conflict with club duties

• Any other potential conflicts

B. Ongoing Disclosure Any person covered by this policy must promptly disclose any potential

conflict as it arises, including:

• Before any relevant vote or decision

• When a new relationship or interest develops

• When circumstances change

C. How to Disclose Disclosure should be made to:

• The President (or Secretary if President is involved)

• In writing prior to any relevant discussion or vote

• Documented in meeting minutes

IV. RECUSAL REQUIREMENTS

When a conflict exists or is alleged, the interested person must:

1. 2. 3. 4. 5. Disclose the conflict fully and promptly

Leave the room during discussion and voting on the matter

Not attempt to influence other board members, before, during, or after the meeting

Not vote on the matter

Be available to answer factual questions if needed (then leave again)

The remaining board members shall:

1. 2. 3. Determine if a conflict of interest exists

Decide whether to proceed with the transaction

Document the process in meeting minutes

V. SPECIFIC SITUATIONSA. Paid Contractors or Employees

Any person receiving compensation from the club:

• May NOT vote on matters affecting their compensation

• May NOT vote on budget items that include their compensation

• May NOT vote on matters directly affecting their scope of work

• May attend meetings in advisory/reporting capacity only

• Must leave during discussion and voting on relevant matters

B. Vendor Relationships

Any board member with a financial interest in a vendor or contractor:

• Must disclose the relationship before any discussion

• Must recuse from selection, negotiation, and approval

• Must not share confidential club information with the vendor

C. Family Relationships

Board members related to contractors, employees, or vendors must:

• Disclose the relationship in writing

• Recuse from decisions involving that person or entity

• Not supervise or evaluate related parties

D. Competing Organizations

Board members involved with competing soccer clubs or organizations must:

• Disclose their involvement

• Recuse from decisions where their dual role creates conflict

• Not share confidential club information with competing organizations

E. Self-Dealing

Self-dealing occurs when a person in a position of trust:

• Makes decisions that personally benefit them financially

• Approves their own compensation or expenses

• Creates arrangements that benefit themselves at the club's expense

Self-dealing is strictly prohibited and may result in:

• Immediate removal from position

• Demand for repayment of improperly received funds

• Legal action if warrantedF. Incidental Payments Exception

Many board members provide services to the club beyond their board duties (refereeing games,

coaching teams, conducting clinics). Payments for these services at predetermined, market-based

rates do NOT automatically create a disqualifying conflict of interest if properly structured.

Definition of Incidental Payments: Incidental payments are compensation for specific services

rendered at predetermined rates that are available to any qualified individual, not just board

members.

Qualifying Criteria: Payments are considered incidental and do NOT require automatic recusal

if ALL of the following conditions are met:

1. Predetermined Rate: Payment rate is established through the Compensation Review

Committee process (see below), league policy, or competitive market rate - NOT

negotiated individually

2. Generally Available: Payment opportunity is available to any qualified person, not

limited to or created specifically for board members

3. Service-Specific: Payment is for discrete, identifiable service (per game, per season, per

session) - NOT ongoing administrative or operational role

4. Independent Approval: Individual receiving payment does not approve their own

payment or set their own rate

5. Transparent: All payments are documented, appear on standard expense reports, and are

subject to normal treasurer review

Examples of Incidental Payments:

• Referee fees at league-established or committee-approved rates

• Coach stipends per board-approved committee recommendation

• Guest clinician fees at established rates

• Tournament staff payments at predetermined rates

Examples NOT Qualifying as Incidental:

• Administrative salaries or contractor fees

• Open-ended consulting or service agreements

• Payments negotiated specifically for individual board member

• Any arrangement where board member determines their own compensation

Compensation Review Committee:

To ensure incidental payment rates are set independently and appropriately:

1. Committee Composition:◦ Treasurer (Chair)

◦ At least two other board members who:

▪ Do NOT receive incidental payments from the club

▪ Do NOT have family members receiving such payments

▪ Are appointed annually by board vote

2. Committee Responsibilities:

◦ Research market rates for referee fees, coach stipends, and other incidental

payments

◦ Survey comparable clubs (minimum 5-8 similar organizations)

◦ Review league standards and US Club Soccer guidelines

◦ Consider club's recruitment and retention needs

◦ Recommend fee schedules to the board with supporting research

◦ Conduct annual review and recommend adjustments as needed

3. Board Consideration Process:

When the committee presents fee schedule recommendations:

a. Committee presents research findings, comparable data, and rationale for recommendations

b. Board members who would receive payments must disclose their interest at the beginning

of discussion

c. Discussion permitted: Board members receiving payments may participate in discussion to

provide operational perspective on recruitment needs, market competitiveness, and program

impact - but may not advocate for rates higher than committee recommendation for personal

benefit

d. Vote permitted: Board members receiving payments may vote on adopting the committee's

recommendation, as they are voting on an independently-determined rate structure based on

objective research, not setting their own compensation

e. Documentation required: Minutes must record: - Committee conducted independent review

with research basis - Recipients disclosed their interest before discussion - Recipients

participated based on operational expertise (if applicable) - Vote adopts committee

recommendation (not self-determined rate) - Vote count

Board Member Responsibilities When Receiving Incidental Payments:

Board members receiving incidental payments must:

1. Disclose annually on conflict of interest form that they receive or may receive incidental

payments (specify type: referee, coach, etc.)

2. NOT serve on the Compensation Review Committee for rates they would receive3. Recuse from serving on committee that sets rates affecting their compensation

4. May participate in board discussion when committee presents recommendations

(operational input only)

5. May vote on adopting committee recommendations (independently-set rates)

6. NOT advocate for rates higher than committee recommendation for personal benefit

7. NOT approve their own payments - Treasurer or designee approves all incidental

payments

8. NOT create special arrangements - Cannot propose payment structures that primarily

benefit themselves (e.g., "multi-team coaches get double stipend" when proposer coaches

multiple teams)

Board Votes on Committee Recommendations:

When voting on fee schedules or stipend policies recommended by the Compensation Review

Committee:

• Board members who may receive those payments must disclose their interest

• They may participate in discussion to provide operational perspective

• They may vote on the committee recommendation (rates were independently set)

• They may NOT advocate for rates higher than recommended for personal gain

• Remaining board members evaluate based on club's best interests, recruitment needs, and

market competitiveness

What Board Members May NOT Do:

Even with incidental payments exception, board members may NOT:

• Serve on committee setting rates they would receive

• Approve their own payments (Treasurer approves all payments)

• Vote to increase committee-recommended rates for personal benefit

• Create payment categories that primarily benefit themselves

• Negotiate individual rates different from approved schedule

• Bypass the committee process to set their own compensation

Annual Review:

Treasurer shall annually review all incidental payments to board members to ensure:

• Rates remain consistent with approved fee schedule

• No special arrangements have been created

• Payments are properly documented and approved through normal processes

• No pattern of self-dealing exists

• Committee recommendations are being followed

If irregularities are discovered, Treasurer reports to President and full board for corrective action.Key Principle:

The incidental payments exception allows board members to provide valuable services

(coaching, refereeing) while maintaining integrity through:

• Independent rate-setting by non-recipient committee

• Research-based, market-competitive rates

• Full disclosure and transparency

• No self-approval of payments

• Annual oversight and review

This balances operational needs (board members often have relevant expertise) with conflict of

interest protections (rates set independently, not self-determined).

VI. PROCEDURES FOR ADDRESSING CONFLICTS

When a Potential Conflict Arises:

Step 1: Disclosure

• Interested person discloses the conflict to President/Secretary

• Disclosure made before any relevant discussion begins

• Written disclosure preferred; verbal disclosure documented in minutes

Step 2: Determination

• Board (without interested person) determines if conflict exists

• Consider: Does the person have a financial or personal interest in the outcome?

• Document determination in minutes

Step 3: Recusal

• If conflict exists: Interested person leaves the room

• Board discusses and votes without interested person present

• Interested person returns after vote

Step 4: Documentation

• Minutes record: Nature of conflict, who disclosed, who recused

• Minutes record: Vote count and outcome

• Interested person signs conflict of interest disclosure for the record

Step 5: Review

• If questionable transaction is approved, President reviews for appropriateness

• Board may seek independent legal or financial advice if warrantedVII. VIOLATIONS AND CONSEQUENCES

Minor Violations (inadvertent, promptly corrected):

• Education and guidance

• Documented in records

• No further action if good faith error

Significant Violations (intentional, pattern of behavior, self-dealing):

• Removal from position

• Demand for repayment of any improperly received benefits

• Referral to legal counsel

• Potential legal action

Reporting Violations: Any board member who believes a violation has occurred should report it

to:

• President (if not involved)

• Treasurer (if President is involved)

• Full board if President and Treasurer are involved

VIII. ANNUAL REQUIREMENTS

Each Year:

1. 2. 3. 4. All board members complete and sign Conflict of Interest Disclosure Statement

Secretary maintains signed statements in club records

Board reviews this policy for continued relevance

New board members complete disclosure upon joining

IX. RELATIONSHIP TO OTHER POLICIES

This policy works in conjunction with:

• Signing Authority and Expenditure Approval Policy

• System Access and Information Management Policy

• Contractor/Employment Policy (when adopted)

X. POLICY REVIEW

This policy shall be reviewed annually and updated as needed.CONFLICT OF INTEREST DISCLOSURE STATEMENT

Annual Disclosure - [Year]

Name: _________________________________

Position: _________________________________

Date: _________________________________

Please answer the following questions completely and honestly:

1. Financial Interests in Vendors/Contractors

Do you have a direct or indirect financial interest in any entity that does or may do business with

Sierra Gold Soccer Club?

☐ No

☐ Yes - Please describe: _________________________________

2. Compensation from Club or Related Entities

Do you receive any compensation from the club beyond expense reimbursements?

☐ No

☐ Yes - Please describe: _________________________________

3. Family Relationships

Do you have a family relationship (spouse, partner, parent, child, sibling) with any:

• Club employee or contractor? ☐ No ☐ Yes - Describe: _______

• Club vendor or supplier? ☐ No ☐ Yes - Describe: _______

• Other board member? ☐ No ☐ Yes - Describe: _______

4. Outside Positions

Do you hold any position (paid or unpaid) with any organization that could conflict with your

duties to this club?

☐ No

☐ Yes - Please describe: _________________________________

5. Other Potential Conflicts

Are you aware of any other situation that might create a conflict of interest or the appearance of a

conflict?☐ No

☐ Yes - Please describe: _________________________________

Certification:

I have read and understand the Sierra Gold Soccer Club Conflict of Interest Policy. I agree to

comply with its requirements, including disclosing any conflicts that arise during the year and

recusing myself from relevant discussions and votes.

I certify that the information above is complete and accurate to the best of my knowledge.

Signature: _________________________________

Date: _____________

Submit completed form to Secretary. Forms retained in club records.