Conflict of Interest Form
Ben Franklin Technology Partners of Southeastern Pennsylvania (“Ben Franklin”) is a Pennsylvania not-for-profit corporation. As a recipient of public funding and support from foundations, businesses and individuals, Ben Franklin must strive to ensure that its activities, as well as those of its directors, officers, employees, consultants and independent contractors, are conducted in compliance with appropriate standards of ethics, loyalty, honesty, integrity and fair dealing. To this end, the Board of Directors of Ben Franklin (the “Board”), for themselves and for Ben Franklin’s officers, employees, consultants and independent contractors, has adopted a formal Conflict of Interest Policy designed to preclude any material conflict of interest or impropriety with respect to the duties and activities of such persons or entities relating to Ben Franklin. Ben Franklin’s current Conflict of Interest Policy is set forth below.
Statement of Policy
- Policy Statement. The directors, officers, employees, consultants and independent contractors of Ben Franklin, in all transactions related to their duties on behalf of Ben Franklin, or on behalf of those entities served by Ben Franklin, shall adhere to the standards of ethics, loyalty, honesty, integrity and fair dealing described herein and shall at all times act in the best interests of Ben Franklin.
- Disclosure of Conflict of Interest.
- An officer, director or employee of Ben Franklin who is a party to or who is interested in a project must disclose the nature and extent of the interest to the Board, and must abstain from the Board’s deliberations concerning the project, as more fully set forth in Section 3 below. Any member of an organization is a Party in Interest.
- A consultant or independent contractor of Ben Franklin who is a party to or who is interested in a project, as more fully described in paragraph (c) below, shall immediately disclose the nature and extent of the interest to the Board.
- An officer, director or employee of Ben Franklin or a consultant or independent contractor of Ben Franklin (any such person being a “Covered Person”) shall be deemed to have an Adverse Interest and to be subject to the requirement for disclosures as described in paragraphs (a) and (b) above if any of the following conditions are met:
- The Covered Person has a financial interest in a project;
- A member of the immediate family of the Covered Person has an interest in a project;
- A Covered Person has an employer-employee, partnership, agency, lender or borrower, fiduciary or legal or beneficial ownership relationship with a party to or a person financially interested in a project; or
- The Covered Person, a member of the immediate family of the Covered Person, or a person with whom the Covered Person has an employer-employee, partnership, agency, lender or borrower, fiduciary or legal or beneficial ownership relationship has an interest in a matter which might reasonably be expected to influence a Covered Person in the discharge of the Covered Person’s official duties concerning a project.
- The Board shall take such action, which is necessary in light of the facts revealed by the disclosure, to avoid a conflict of interest or impropriety with regard to a project.
- The disclosure statement of the Covered Person, and the action by the Board, shall be made a part of the minutes at its next regular or special meeting.
- In the event any Covered Person, as to whether he, she, or it would be considered “interested in a project” under Section 2(a) above, such Covered Person shall make full disclosure concerning the potential conflict of interest to the Chairman of the Board and to the uninterested members of the Board. The uninterested members of the Board shall then determine by majority vote whether a conflict of interest exists and shall advise the inquiring Covered Person.
- Obligation to Abstain in the Event of an Adverse Interest.In the event of any Adverse Interest requiring disclosure by a Covered Person under Section 2(a), such Covered Person, after first having disclosed the Adverse Interest as described above, shall:
- Refrain from participating in the deliberations concerning the matter presenting the conflict;
- Abstain, in the case of a director, from voting on the matter presenting the conflict; and
- At the request of the Board member chairing the meeting, leave the meeting room during the deliberations and vote with respect to the matter presenting the conflict.
- Prohibited Activities.
- No Covered Person may solicit, accept or receive from a person, firm, corporation or other business or professional entity or organization a gift, loan, gratuity, favor or service that might influence his or her position in the discharge of his or her official duties concerning a project or any other activities of Ben Franklin. However, acceptance of food and refreshment of nominal value on infrequent occasions in the ordinary course of a luncheon or dinner meeting or other meeting shall not be deemed a “gift, loan, gratuity, favor or service” for purposes of this section.
- No Covered Person may directly or indirectly use for personal gain any information not available to the public concerning a project which comes to him, her or it as a result of affiliation with Ben Franklin, nor may such person or entity provide that information to others not directly connected with Ben Franklin’s investigation concerning the feasibility, development or establishment of a project.
- No Covered Person shall engage in any employment, consulting, advisory or similar activity which is in material conflict with the interests of Ben Franklin.
- Ben Franklin and its officers, directors and employees shall avoid conflicts of interest in connection with the operations and affairs of Ben Franklin. Without limiting the generality of the foregoing, (i) Ben Franklin shall not hire, engage, employ or appoint a Covered Person, or a spouse, parent, child or sibling thereof (an “Immediate Family Member”), or any for-profit entity in which a Covered Person or an Immediate Family Member of a Covered Person has an ownership or employment interest (a “Related For-Profit Entity”) to provide services (other than services as may ordinarily be provided by a Covered Person in his or her capacity as an officer, director, employee, consultant or independent contractor of Ben Franklin) to Ben Franklin or to any person or entity applying for or receiving financial assistance from or through Ben Franklin (an “Applicant”); (ii) Ben Franklin shall not require, as a condition of application, funding, or otherwise, any Applicant to hire, engage or employ a Covered Person, Immediate Family Member of a Covered Person or a Related For-Profit Entity to provide services to such Applicant; and (iii) Ben Franklin shall not require, as a condition of application, funding, or otherwise, an Applicant to accept services from a Covered Person, Immediate Family Member of a Covered Person or a Related For-Profit Entity. Subject to applicable disclosure and recusal requirements, the prohibitions described herein are not intended to restrict or preclude pre-existing relationships between Applicants and Covered Persons, Immediate Family Members of Covered Persons, or Related For-Profit Entities, or to restrict or preclude business or professional relationships initiated by an Applicant with a Covered Person, Immediate Family Member of a Covered Person, or Related For-Profit Entity.
- Communication and Affirmation of Policy.
- Ben Franklin shall deliver a copy of this policy to each of its officers, directors, employees, consultants and independent contractors. A copy of this policy, or a summary thereof, shall be included in the documentation of each proposed project which Ben Franklin funds.
- All Covered Persons shall be given a copy of this policy and deliver to the Secretary of Ben Franklin positive written affirmation of adherence to the policy by executing the Acknowledgment and Acceptance of Conflict of Interest Policy attached hereto.
- Each member of the Board shall provide Ben Franklin’s Secretary with an annual Financial Interest Disclosure Statement in the form from time to time required by Ben Franklin. Although such information will be made available to the members of the Board, it will otherwise be treated as confidential.
- Any candidate for election to the Board shall be given a copy of this policy in advance of election and shall affirm his or her support of it prior to election; and any newly elected officers, newly hired employees or newly retained consultants or independent contractors shall be advised, prior to election, hiring or retention, of this policy and each shall affirm his or her or its support thereof prior to election, hiring or retention.
- The failure to make any required disclosure under this policy or any other breach of this policy is grounds for disciplinary action by Ben Franklin against the Covered Person, which disciplinary action may include removal from the Board or termination of the individual’s employment, consulting or other contract or arrangement, and is grounds for disapproval of an application or rescission of a project by Ben Franklin. The remedies provided herein shall be in addition to any other legal remedies available to Ben Franklin.
Acknowledgment and Acceptance of Conflict of Interest Policy
I have read and understand the Statement of Policy regarding conflicts of interest. I acknowledge that there are no current transactions or activities which may represent a potential competing or conflicting interest as defined in the Statement of Policy. Further, I acknowledge that I must disclose to the Secretary of Ben Franklin any transaction or activities of Ben Franklin or me which might be covered by the Statement of Policy regarding Ethical Conduct and Conflicts of Interest. Finally, I understand that failure to comply with the Statement of Policy will damage Ben Franklin and its activities, and the remedies set forth in the Statement of Policy are appropriate.
Effective as of 8/2/21